LETTER OF OFFER · in Tata Teleservices (Maharashtra) Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and

LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a shareholder of Tata Teleservices (Maharashtra) Limited. If you require any clarifications about the action to betaken, you may consult your stockbroker or investment consultant or the Manager/ Registrar to the Offer. In case you have recently sold your equity sharesin Tata Teleservices (Maharashtra) Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form ofWithdrawal and Transfer Deed to the member of the stock exchange through whom the said sale was effected.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Lazard India Private Limited TSR Darashaw Limited20th Floor, Express Towers, 6-10, Haji Moosa Patrawala Industrial Estate,Nariman Point, 20, Dr. E. Moses Road, Near Famous Studio,Mumbai 400 021 Mahalaxmi, Mumbai 400011Tel. No: 022 6752 6000; Fax No: 022 6752 6060 Tel: 022-66568484 Fax: 022-66568494Email: [email protected] Email: [email protected] Person: Mr. Nikhil Saraf Contact Person: Ms. Mary George

OFFER OPENS ON : THURSDAY, FEBRUARY 19 , 2009 OFFER CLOSES ON: THURSDAY, MARCH 12, 2009

ATTENTION:a) The purchase of Shares by the Acquirer is subject to the Acquirer obtaining approval from the Reserve Bank of India ("RBI"), under

the Foreign Exchange Management Act, 1999. The RBI has vide its letter dated January 23, 2009 advised that it has no objection inrelation to the Acquirer purchasing the Shares from persons other than erstwhile OCBs under the Offer subject to compliance withapplicable FDI policy. Acceptance of Shares from erstwhile OCB(s) are subect to receipt of specific approval from the RBI.

b) Approval from Foreign Investments Promotion Board ("FIPB") is required for the Transaction (as defined in 3.1.5). In the press releasedated January 28, 2009, the FIPB has stated having recommended the applications made by DOCOMO for consideration of TheCabinet Committee on Economic Affairs ("CCEA"), as the investment involved in the proposals is above Rs. 600 crores.

c) If the aggregate of the valid responses to the Offer exceeds the Offer size of 384,241,919 Shares, then the Acquirer and PAC shall accept thevalid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. As the equity sharesof the Target Company are compulsorily traded in demat form, the minimum marketable lot being one (1) Share, minimum acceptance will beone Share.

e) If there is any upward revision in the Offer Price by the Acquirer and PAC until the last date of revision i.e. Friday, February 27, 2009 orwithdrawal of the Offer in terms of the SEBI Takeover Code, the same would be informed by way of a public announcement in the samenewspapers where the original Public Announcement dated November 14, 2008, had appeared. Such revised offer price would be payable forall the equity shares of Tata Teleservices (Maharashtra) Limited, validly tendered anytime during the Offer and accepted under the Offer.

f) This Offer is not conditional on any minimum level of acceptance.g) Shareholders who have accepted the Offer by tendering the requisite documents, in terms of this Letter of Offer have an option to

withdraw the same up to three (3) working days prior to the date of the Offer Closing Date (i.e. Thursday, March 12, 2009). Requestsfor such withdrawals should reach the designated collection centres before the close of business hours on Thursday, March 5, 2009.

h) This document has not been filed, registered or approved in any jurisdiction outside India. Recipients of this document resident in jurisdictionsoutside India should inform themselves of and observe any applicable legal requirements.

i) There has been no competitive bid till date.j) If there is a competitive bid:

i. The public offers under all the subsisting bids shall close on the same date.ii. As the Offer Price cannot be revised during 7 (seven) working days prior to the Closing date (i.e. Thursday, March 12, 2009) of

the Offers / bids, it would, therefore, be in the interest of the Shareholders to wait till the commencement of that period to knowthe final offer price of each bid and tender their acceptance accordingly.

k) The Form of Acceptance cum Acknowledgement and Form of Withdrawal are enclosed with this Letter of Offer.l) The Public Announcement published on November 14, 2008, this Letter of Offer, Form of Acceptance and Form of Withdrawal will

also be available on SEBI's website (www.sebi.gov.in) from the date of the Offer, being Thursday, February 19, 2009.

CASH OFFER AT Rs. 24.70 (Rupees Twenty Four and Seventy Paise Only) PER FULLY PAID-UPEQUITY SHARE OF FACE VALUE OF RUPEES TEN EACH

Pursuant to Regulation 10 & Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 1997 and subsequent amendments thereto

TO ACQUIRE384,241,919 fully paid-up Equity Shares of face value Rs. 10/- each,

(representing 20% of the Emerging Voting Capital) (“Offer”)OF

Tata Teleservices (Maharashtra) Limited (“Target Company” or “TTML”)Registered office: Voltas Premises, TB Kadam Marg, Chinchpokli, Mumbai 400 033 (Tel: +91-22-6661-5445, Fax: +91-22-6660-5516)

Corporate Office: D-26, TTC Industrial Area, MIDC Sanpada, P.O. Turbhe, Navi Mumbai - 400 703(Tel: +91-22-6661 5445 Fax: +91-22-6660 5516/17/ 6791 7777 Email: [email protected])

BYNTT DOCOMO, INC. (“Acquirer” or “DOCOMO”)

Registered Office / Corporate Office: Sanno Park Tower, 11-1 Nagata-cho 2-chome, Chiyoda-ku, Tokyo, Japan 100-6150(Tel: +81-3-5156-1111, +81-3-5156-1157 Fax: +81-3-5156-0204, Email: [email protected])

ALONG WITHTata Sons Limited as Person Acting in Concert (“PAC” or “TSL”)

Registered Office / Corporate Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001(Tel: +91-22-6665-8282, Fax: +91-22-6665-8080, Email: [email protected]))

2

SCHEDULE OF MAJOR ACTIVITIES OF ORIGINAL SCHEDULE(1)

REVISED SCHEDULETHE OFFER Date Day Date DayPublic Announcement Date

(2)November 14, 2008 Friday November 14, 2008 Friday

Specified Date (3)

December 5, 2008 Friday December 5, 2008 Friday

Last date for a competitive bid December 5, 2008 Friday December 5, 2008 Friday

Date by which Letter of Offer has to be December 26, 2008 Friday February 14, 2009 Saturdaydispatched to shareholders

Date of opening of the Offer January 8, 2009 Thursday February 19, 2009 Thursday

Last date for revising the Offer Price January 15, 2009 Thursday February 27, 2009 Friday

Last date for withdrawing acceptance January 21, 2009 Wednesday March 5, 2009 Thursdayfrom the Offer

Last date of closing of the Offer January 27, 2009 Tuesday March 12, 2009(4)

Thursday

Last date of communicating rejection/ February 11, 2009 Wednesday March 27, 2009 Fridayacceptance and payment of considerationfor accepted tenders

(1)As per Public Announcement dated November 14, 2008 and corrigendum issued on February 11, 2009.

(2)The Public Announcement dated November 14, 2008 should be read in conjunction with corrigenda issued on December 26, 2008 and February11, 2009.

(3)Specified date is only for the purpose of determining the names of the public shareholders as on such date to whom the Letter of Offer would besent. This Offer is made to the public shareholders of the Target Company; accordingly the Promoters of the Target Company, PAC and entitiesdeemed to be acting in concert with the Acquirer and PAC are ineligible to participate in the Offer.

(4)The 20 (twenty) days period for the Offer ends March 10, 2009. However, given that March 10, 2009 and March 11, 2009 are stock exchangeholidays (source: www.bseindia.com), the Offer has been kept open till the next working day, that is, Thursday, March 12, 2009.

RISK FACTORS:Given below are the risks related to the transaction and the proposed Offer:� Acceptance of equity shares of TTML tendered in the Offer is subject to receipt of the following statutory approvals

� The purchase of Shares by the Acquirer is subject to the Acquirer obtaining approvals from the RBI, under the FEMA. TheRBI has vide its letter dated January 23, 2009 advised that it has no objection in relation to the Acquirer purchasing theShares from persons other than erstwhile OCBs under the Offer subject to compliance with applicable FDI policy.Acceptance of Shares from erstwhile OCB(s) are subject to receipt of specific approval(s) from the RBI.

� Approval from FIPB is required for the Transaction (as defined in 3.1.5). In a press release dated January 28, 2009, theFIPB has stated having recommended the applications made by DOCOMO for consideration of The Cabinet Committeeon Economic Affairs ("CCEA"), as the investment involved in the proposals is above Rs. 600 crores.

� In the event that either (a) the regulatory approvals are not received in a timely manner or (b) litigation leading to stay on theOffer, or (c) SEBI instructing that the Offer should not be proceeded with, the Offer process may be delayed beyond the datesindicated in the Schedule of the Major Activities of the Offer indicated in this Letter of Offer. Consequently, the payment ofconsideration to the public Shareholders of TTML whose Shares have been accepted in the Offer as well as the return of Sharesnot accepted by the Acquirer and PAC may also be delayed.

� Further, the Shareholders should note that after the last date of withdrawal i.e. Thursday, March 5, 2009, the Shareholders whohave lodged their acceptances would not be allowed to withdraw their acceptance even if the acceptance of Shares under theOffer and dispatch of consideration gets delayed. The tendered Shares and documents would be held to the credit of a designatedescrow account by the Registrar to the Offer in trust for the Acquirer and PAC, till such time the process of acceptance oftenders, the payment of consideration and other Offer obligations are completed.

� The Shares tendered in the Offer will be held to the credit of a designated escrow account in trust for the Acquirer and PAC, bythe Registrar to the Offer till the completion of the Offer formalities and the Shareholders will not be able to trade in such Shares.During such period there may be fluctuations in the market price of the Shares. Accordingly the Acquirer / PAC make noassurance with respect to the market price of the Shares of TTML, which would prevail both during the Offer period and aftercompletion of the Offer, and disclaim any responsibility with respect to any decision by the Shareholders on whether or not toparticipate in the Offer.

� The Acquirer and the PAC make no assurance with respect to the financial performance of TTML. The Acquirer and the PACmake no assurance with respect to their investment / divestment decisions relating to their proposed shareholding in TTML.Hence, all the shareholders of TTML are required to exercise their own judgment and diligence in relation to the financialperformance of TTML.

� In the event of non-compliance by the Acquirer and PAC of any provisions of the SEBI (SAST) Regulations, SEBI may passappropriate directions with regard to the acquisition of the Shares of TTML, pursuant to which this Offer has been made to theshareholders of the Target Company.

� The risk factors set forth above pertain to the acquisition and the Offer and not in relation to the present or future business oroperations of TTML or the Acquirer/PAC or their subsidiaries or any other related matters, and are neither exhaustive norintended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer.Shareholders of TTML are advised to consult their stockbroker or investment consultant, for further risks with respect to theirparticipation in the Offer.

3

TABLE OF CONTENTS

1. DEFINITIONS 4

2. DISCLAIMER CLAUSE 6

3. DETAILS OF THE OFFER 6

4. BACKGROUND OF THE ACQUIRER – NTT DOCOMO, INC. (“ACQUIRER”/ “DOCOMO”) 12

5. BACKGROUND OF PAC – TATA SONS LIMITED (“PAC” / “TSL”) 26

6. DISCLOSURE IN TERMS OF REGULATION 21(2) 34

7. BACKGROUND OF THE TARGET COMPANY – TATA TELESERVICES (MAHARASHTRA) LIMITED(“TARGET”/ “TTML”) 34

8. OFFER PRICE AND FINANCIAL ARRANGEMENTS 44

9. TERMS AND CONDITIONS OF THE OFFER 48

10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 49

11. DOCUMENTS FOR INSPECTION 54

12. DECLARATION BY ACQUIRER AND PAC 55

4

1. DEFINITIONS

ACQUIRER / DOCOMO NTT DOCOMO, INC.

BSE BOMBAY STOCK EXCHANGE LIMITED

BN BILLION (1 BILLION = 1,000 MILLIONS; 1 MILLION = 10 LACS)

CCEA THE CABINET COMMITTEE ON ECONOMIC AFFAIRS

CDSL CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED

CDMA CODE DIVISION MULTIPLE ACCESS

DEPOSITORIES COLLECTIVELY NSDL AND CSDL

DP DEPOSITORY PARTICIPANT

DOCOMO NTT DOCOMO, INC OR ACQUIRER

DOT DEPARTMENT OF TELECOMMUNICATIONS

ECS ELECTRONIC CLEARING SYSTEM

ESOP EMPLOYEE STOCK OPTIONS PLAN

FEMA FOREIGN EXCHANGE MANAGEMENT ACT, 1999 AND THE RULES ANDREGULATIONS MADE THEREUNDER

FI(S) FINANCIAL INSTITUTION (S)

FII(S) FOREIGN INSTITUTIONAL INVESTOR (S)

FIPB FOREIGN INVESTMENT PROMOTION BOARD

EMERGING VOTING CAPITAL FULLY DILUTED CAPITAL FOR THE TARGET COMPANY AS ON THE DATEOF THE PUBLIC ANNOUNCEMENT AS DEFINED UNDER REGULATION 21(5)OF SEBI (SAST) REGULATIONS:

Particulars No. of equity sharesIssued and paid up equity shares outstanding 1,897,190,504as on the date of PA (A)Add: Equity shares underlying possible conversion 24,011,139of FCCBs (B)Add: Total outstanding ESOPs as on date of the PA 7,950for which equity shares may be issued (C)Emerging Voting Capital (A + B + C) 1,921,209,593

FDI FOREIGN DIRECT INVESTMENTS

FOMATM

FREEDOM OF MOBILE MULTIMEDIA ACCESS - BRAND NAME FORDOCOMO’S 3G MOBILE SERVICES BASED ON W-CDMA TECHNOLOGY

FORM OF ACCEPTANCE / FOA FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT

FY FINANCIAL YEAR

INR / RS. INDIAN RUPEE

ITO INCOME TAX OFFICE

JPY JAPANESE YEN

LAC 100,000 (0.1 MILLION)

LETTER OF OFFER / LOF THIS LETTER OF OFFER

MANAGER/ MANAGER TO THE LAZARD INDIA PRIVATE LIMITED ("LIPL")OFFER / MERCHANT BANKER

MF MUTUAL FUNDS

MN MILLION

NEFT NATIONAL ELECTRONIC FUND TRANSFER

NSDL NATIONAL SECURITIES DEPOSITORY LIMITED

NSE THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED

NRI NON RESIDENT INDIAN

OCB OVERSEAS CORPORATE BODIES

5

OFFER OFFER MADE BY ACQUIRER ALONG WITH THE PAC TO ACQUIRE UPTO384,241,919 EQUITY SHARES OF RS. 10 EACH FORMING 20% OF THEEMERGING VOTING CAPITAL OF THE TARGET COMPANY

OFFER OPENING DATE THURSDAY, FEBRUARY 19, 2009

OFFER CLOSING DATE THURSDAY, MARCH 12, 2009

OFFER PRICE RS 24.70 PER SHARE (RUPEES TWENTY FOUR AND SEVENTY PAISE ONLY)

OFFER SIZE 384,241,919 EQUITY SHARES OF RS. 10 EACH FORMING 20% OF THEEMERGING VOTING CAPITAL OF THE TARGET COMPANY

PA / PUBLIC ANNOUNCEMENT PUBLIC ANNOUNCEMENT FOR OFFER PUBLISHED ON NOVEMBER 14, 2008UNDER REGULATION 14 OF THE SEBI TAKEOVER CODE TO BE READ INCONJUNCTION WITH CORRIGENDA ISSUED ON DECEMBER 26, 2008 ANDFEBRUARY 11, 2009

PERSON ACTING IN CONCERT TATA SONS LIMITED ('TSL')

("PAC") DUE TO THE APPLICABILITY OF REGULATION 2(1)(E)(2) THERE COULD BECERTAIN ENTITIES DEEMED TO BE PERSONS ACTING IN CONCERT WITHTHE ACQUIRER AND THE PAC. HOWEVER, FOR THE PURPOSES OF THISOFFER, OTHER THAN TSL NO OTHER PERSON IS ACTING IN CONCERTWITH THE ACQUIRER

PERSONS ELIGIBLE TO ALL PUBLIC EQUITY SHAREHOLDERS OF TTML WHO VALIDLY TENDER

PARTICIPATE THEIR SHARES IN THE OFFER BY THE OFFER CLOSING DATE;ACCORDINGLY THE ACQUIRER, THE PROMOTERS AND ENTITESBELONGING TO THE PROMOTERS OF TTML, PAC AND ENTITIES DEEMEDTO BE ACTING IN CONCERT WITH THE ACQUIRER AND PAC ARE INELIGIBLETO PARTICIPATE IN THE OFFER

RBI RESERVE BANK OF INDIA

REGISTRAR TO OFFER TSR DARASHAW LIMITED

REGULATIONS SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITIONOF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENTAMENDMENTS THERETO UPTO THE PUBLIC ANNOUNCEMENT

RTGS REAL TIME GROSS SETTLEMENT

SEBI SECURITIES AND EXCHANGE BOARD OF INDIA

SEBI DIP GUIDELINES SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000

SEBI TAKEOVER CODE / SEBI SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL

(SAST) REGULATIONS ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 ANDSUBSEQUENT AMENDMENTS, CIRCULARS ISSUED

SFAS STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

SHARE(S) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS.10/- EACH OF TTML

SHAREHOLDER(S) EQUITY SHAREHOLDER OF TTML HOLDING FULLY PAID UP EQUITY SHAREOF RS. 10/- EACH

SPECIFIED DATE DECEMBER 5, 2008

TARGET COMPANY / TTML TATA TELESERVICES (MAHARAHSTRA) LIMITED

TSL TATA SONS LIMITED ("PAC")

TTSL TATA TELESERVICES LIMITED

UAS LICENCES / UASL UNIFIED ACCESS SERVICE LICENCE

US$ / USD UNITED STATES OF AMERICA DOLLAR

W-CDMA WIDEBAND CODE DIVISION MULTIPLE ACCESS

WTTIL WIRELESS TT INFO SERVICES LIMITED

Rupee Translation: Certain financial details contained in this Letter of Offer are denominated in JPY. The Rupee equivalentquoted in case of JPY is calculated at the quoted INR/100JPY exchange rate as on November 11, 2008, namely 100 JPY =Rs. 48.57 (Source: www.rbi.org) and the Rupee equivalent of US$ is calculated at the quoted US$/INR exchange rate as onNovember 14, 2008, namely, 1 US$ = Rs. 48.24.

In this Letter of Offer, any discrepancies in any table between the total and sum of amounts listed are due to rounding off.

6

2. DISCLAIMER CLAUSEIT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, INANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEINGWHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITHTHE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF TATA TELESERVICES(MAHARASHTRA) LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKEANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER, PAC OR THE TARGET COMPANYWHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTSMADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT,WHILE THE ACQUIRER AND THE PAC ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, ANDDISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTEDTO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER AND THE PAC DULY DISCHARGES ITSRESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, LAZARDINDIA PRIVATE LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 27, 2008 TO SEBI INACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997AND SUBSEQUENT AMENDMENT (S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER,ABSOLVE THE ACQUIRER AND THE PAC FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCESAS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

3. DETAILS OF THE OFFER3.1 Background of the Offer

3.1.1 This Offer is being made to the equity shareholders of Tata Teleservices (Maharashtra) Limited ("TTML" or"Target Company") by the Acquirer and the PAC as a result of indirect acquisition by the Acquirer of more than15% (taken together with the shares in TTML held by the PAC) in the issued and paid-up share capital of theTarget Company and the Acquirer indirectly acquiring an ability to influence 37.65% of the voting rights in theTarget Company in terms of Regulation 10; and as a result of indirect acquisition of control by the Acquirer in theTarget Company under the provisions of the Shareholders Agreement ("SHA") to be entered into between theAcquirer, PAC and TTSL (collectively referred to as "Parties") in terms of Regulation 12 of the SEBI (SAST)Regulations.

3.1.2 NTT DOCOMO, INC. ("DOCOMO" or "Acquirer"), a company incorporated under the laws of Japan having itsregistered office at Sanno Park Tower, 11-1 Nagata-cho 2-chome, Chiyoda-ku, Tokyo, Japan 100-6150, alongwith Tata Sons Limited ("PAC" or "TSL"), a company incorporated under the Companies Act 1913 having itsregistered office at Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, India, are making this offer("Offer") to the Shareholders of TTML to acquire from them upto 384,241,919 fully paid-up equity shares of Rs.10/- each ("Offer Size") representing 20 % of the Emerging Voting Capital of TTML, at a price of Rs. 24.70(Rupees Twenty four and seventy paise only) per fully paid up equity share (the "Offer Price") payable in cashsubject to the terms and conditions mentioned hereinafter.

3.1.3 DOCOMO is one of the world's leading mobile communications company. DOCOMO serves over 54 millioncustomers, including over 47 million people subscribing to FOMATM, launched as the world's first 3G mobileservice based on W-CDMA in 2001. W-CDMA is the technology platform on which 3G mobile services areprovided. 3G mobile networks enable telecom operators to offer users a wider range of more advanced serviceswhile achieving greater network capacity through improved spectral efficiency. Services include wide-area wirelessvoice telephony, video calls, and broadband wireless data, all in a mobile environment. Additional features alsoinclude data transmission capabilities. DOCOMO also offers a wide variety of leading-edge mobile multimediaservices, including i-mode™, the world's most popular mobile e-mail/Internet service, used by 48 million people.DOCOMO is listed on the Tokyo, London and New York stock exchanges.

3.1.4 TSL is the principal investment holding company of the Tata Companies and it has significant shareholding in theshare capital of major operating companies that it has promoted. TSL is an unlisted company.

3.1.5 On November 12, 2008 the Acquirer entered into a Share Subscription Agreement ("SSA") with Tata TeleservicesLimited ("TTSL") and the PAC, subject to receipt of requisite approvals (for details of requisite approvals referParagraph 3.1.9, below) and subject to fulfillment by parties of agreed conditions precedent to closing (fordetails of conditions precedent refer Paragraph 3.1.10, below), to acquire 20% of the fully diluted equity sharecapital of TTSL, after giving effect of the Scheme of Arrangement and Restructuring (for details of Scheme ofArrangement and Restructuring refer Paragraph 3.1.11, below) approved by Hon'ble Delhi High Court and afterconsidering dilutive effect of outstanding compulsorily convertible debentures and warrants ("Adjustments"). Inother words, TTSL will issue fresh equity shares to DOCOMO so that DOCOMO's holds 20% of TTSL's equityshare capital after the issue, that is, 20% of its fully diluted equity share capital. The Acquirer also proposes toenter into a Share Purchase Agreement ("SPA") with TSL, various Tata Companies and other persons/entitiesholding shares in TTSL (collectively referred to as "Sellers") to acquire a further 6% of the fully diluted equityshare capital of TTSL after Adjustments. (SSA and SPA collectively referred to as the "Acquisition"). In otherwords, equity shares constituting 6% of the fully diluted equity share capital of TTSL would be transferred fromthe present shareholders to DOCOMO.� Further, a SHA is to be entered into between the Parties, simultaneously with the Acquirer acquiring

approx 26% of TTSL's fully diluted equity share capital. SHA would govern the inter-se rights amongst the

7

Parties.The SHA would be executed after receipt of the CCEA approval (FIPB has referred the applicationfiled by DOCOMO to CCEA for its approval, as per the FIPB press release dated January 28, 2009) on thedate of closing of the TTSL transaction.

� TTSL is an unlisted company and holds 37.65% of the issued and paid-up equity share capital of theTarget Company. TSL is the holding company of TTSL and is one of the Promoters of the Target Companyand directly holds 20.72% of the Target Company's paid-up equity share capital.

� The Acquisition by DOCOMO could be regarded as an indirect acquisition of shares in the Target Company.Together with the shares held by the PAC in the Target Company the Acquisition results in the Acquirerdirectly and indirectly having greater than 15% of the issued and paid-up equity share capital of the TargetCompany. The Acquirer will also acquire veto rights on important matters in TTSL through the proposedSHA, which would result in the Acquirer indirectly acquiring an ability to influence 37.65% of the votingrights in the Target Company. Accordingly, this Offer is being made in terms of Regulation 10 of SEBI(SAST) Regulations.

� Pursuant to the provisions of the proposed SHA and the Acquisition, the Acquirer together with the PACwould indirectly acquire control over the management and policy decisions of the Target Company (to theextent applicable under the provisions of the SHA) and as a result this Offer is also being made underRegulation 12 of the Regulations. In view of the above, this Offer is being made in terms of Regulation 10and Regulation 12 of the SEBI (SAST) Regulations to acquire upto 384,241,919 fully paid up equityshares ("Shares") of the face value of Rs. 10 each, representing in aggregate 20% of the Emerging VotingCapital of the Target Company (as defined in Paragraph 7.7).

� The transaction contemplated under the signed SSA, proposed SPA, proposed SHA and this Offer aretogether referred to as the "Transaction"

3.1.6 Details of SPA whereby additional 253,163,941 shares, i.e. 6% of fully diluted share capital of TTSL is proposedto be acquired by DOCOMO are as under:� On December 5, 2008 DOCOMO and TSL executed the SPA whereby TSL agreed to transfer to DOCOMO

117,084,369 equity shares and such additional number of equity shares in TTSL so as to enable DOCOMOto acquire a total of 253,163,941 equity shares in TTSL. As on the date of this Letter of Offer SPAs with theother shareholders in TTSL were not executed. SPAs with the other shareholders in TTSL would be executedafter receipt of the CCEA approval (FIPB has stated, that it has referred the application filed by DOCOMOto CCEA for its approval, in the FIPB press release dated January 28, 2009).

� It is proposed that the various shareholders in TTSL would transfer shares under the SPA to DOCOMO asper the following table (TSL has undertaken to make good any shortfall):

Shareholder Shares held as on Nov 14 (PA Date) Shares to be sold under SPA

Number of Shares % Number of Shares %

Tata Sons Ltd. 2,881,317,286 45.40% 143,941,944 3.41%(Refer Note 2)

Tata Communications Ltd. 952,812,000 15.01% 36,542,378 0.87%The Tata Power Co.Ltd. 711,360,000 11.21% 27,282,177 0.65%Tata Industries Limited 433,253,600 6.83% 18,767,134 0.44%Sterling Infotech Limited 540,800,000 8.52% 20,740,837 0.49%Aranda Investments (Mauritius) 607,776,079 9.58% (Refer Note 2) 0.00%Pte. Ltd.Tata Steel Ltd. 136,800,456 2.16% 5,246,590 0.12%Tata Motors Ltd. (Refer Note 1) 22,880,208 0.36% - 0.00%Tata Chemicals Ltd. 2,613,561 0.04% 100,236 0.00%Kalimati Investment Co.Ltd. 3,333,000 0.05% 127,828 0.00%Tata Investment Corpn.Ltd. 10,400,000 0.16% 414,817 0.01%Individuals 43,806,126 0.69% (Refer Note 2)

TOTAL 6,347,152,316 100.00% 253,163,941 6.00%(Refer Note 3)

Note 1 Since soldNote 2 Numer of shares sold by TSL, as shown in the above table, is more than 117,084,369 equity shares as some of the

shareholders in TTSL are not selling and some of the sundry holders are selling through TSL.Note 3 The paid up equity share capital of TTSL reduced by way of reduction in the number of equity shares of

Rs. 10 each from 6,347,152,316 shares to 3,173,576,158 shares resulting in the total reduction of the paid up equityshare capital of TTSL from Rs. 63,471,523,160 comprising of 6,347,152,316 equity share of Rs. 10 each toRs. 31,735,761,580 comprising of 3,175,376,158 equity shares of Rs. 10 each. However there was no change inpercentage (%) of shareholding of shareholders due to the restructuring (Refer Paragraph 3.1.11 for details)

8

3.1.7 The SHA is proposed to be executed on date of closing of the TTSL transaction. Salient details of the inter-serights contemplated under the SHA are:

� TTSL Board Representation: Proportionate representation on the Board of Directors of TTSL i.e. 3 out of12 Directors post Transaction will be DOCOMO nominees

� Representation on the Board Committees of TTSL: DOCOMO to have representation on all the committeesof the Board of TTSL as long as it holds more than 8.34% equity stake.

� DOCOMO will have the customary affirmative rights on certain issues including business plan of TTSL,financing plans, declaration of dividends, accounting policies, reorganization of business/company etc

� Procedures for transfer of TTSL shares by the parties to the SHA

� Provisions customary to transactions of strategic investment of TTSL

� The proposed SHA also contemplates certain veto rights to DOCOMO. The details are as under:� The veto rights results in DOCOMO acquiring ability to influence TTSL's holding of 37.65% of the

voting rights in TTML at both the shareholder and board of director levels of TTSL. This would beexercised through the functioning of the Executive Committee of TTSL, which would have theresponsibility to formulate policies and views on the operations of TTSL and its investments - includingTTML, and to make recommendations to the TTSL board. DOCOMO would have representation onthe Executive Committee as long as it holds more than 8.34% in TTSL. The board of TTSL will haveultimate decision-making authority over fundamental issues relating to TTSL's management orownership of its 37.65% interest in TTML

� Further, DOCOMO and TSL have agreed to exercise board level, shareholder level and contractualrights in TTML in accordance with the recommendation of the Executive Committee of TTSL and,with respect to fundamental issues, in accordance with decisions of the Board of Directors of TTSL

� DOCOMO, as a result of the aforementioned veto rights, has not acquired more than 37.65% of thevoting rights (i.e. the voting rights held by TTSL in Target Company)

3.1.8 The SSA, the proposed SPA and the proposed SHA does not contain any restrictive covenants or any restrictiveclauses which may be prejudicial to the interests of the shareholders in TTML

3.1.9 Requisite Approvals for investment by DOCOMO in TTSL:

� Under the present FDI Policy of the Government of India and the FEMA and regulations framed thereunder,TTSL is permitted to have forty nine per cent (49%) foreign investment in its share capital by non-residentsunder the automatic route.

� TTSL is an operating company undertaking substantial business operations. The present foreign directinvestment in TTSL is only nine point five eight per cent (9.58%). Thus even with the additional acquisitionby DOCOMO of 1,097,043,742 equity shares (amounting to twenty six per cent (26%) of the equity sharecapital of TTSL on a fully diluted basis) of TTSL, the amount of foreign direct investment would still bewithin the limit prescribed under the automatic route. TTSL also has certain downstream subsidiaries.TTSL has submitted that it is not a 'foreign owned Indian holding company' so as to attract the provisionsof Press Note 9 (1999 Series) dated April 12, 1999 ("Press Note 9") for downstream investments by TTSL.In view thereof and for the issuance and sale of equity shares to DOCOMO, whilst DOCOMO believes thatno prior approval of FIPB is required to receive any foreign direct investment in TTSL and the provisionsof Press Note 9 are not applicable to this transaction, by way of abundant caution, DOCOMO has approachedFIPB, to approve the transaction if FIPB deems it appropriate and/or required.

3.1.10 Conditions precedent for DOCOMO's investment into TTSL:

� Receipt of FIPB approval by DOCOMO for investment in TTSL and TTML Open Offer - The FIPB vide apress release dated January 28, 2009 stated that the application made by DOCOMO has beenrecommended to CCEA, as the investment involved in the proposal is above Rs 600 crores

� Implementation of the Scheme of Capital Restructuring in TTSL - The Scheme of Restructuring was filedwith the Delhi High Court in October 2007. The Delhi High Court has approved it on November 7, 2008.The Scheme has become effective when High Court order has been filed with the Registrar of Companieson December 4, 2008

� Receipt of approval from the lenders of TTSL - Approvals from Indian lenders have been received andthose by foreign lenders are in process

� No Material Adverse Effect

� Receipt of executed copy of Wireless TT Infoservices Limited (WTTIL) contracts by DOCOMO - Theinfrastructure business of TTSL is organized under its subsidiary company - Wireless TT Info ServicesLimited ("WTTIL"). TTSL is in process to induct a strategic partner in WTTIL for expansion of its infrastructurebusiness and has entered into agreement, subject to statutory approvals, with such strategic partner. Thecontracts with such strategic partner which satisfy certain conditions are required to be made available toDOCOMO.

9

� Achievement by TTSL of a positive net asset value (Networth)

� Approval of the shareholders of TTSL, under section 81 (1A) of the Companies Act, 1956 for issuance offresh shares to DOCOMO representing 20% of paid-up capital of TTSL on Fully Diluted Basis - Thisapproval has been obtained

3.1.11 Details about the TTSL scheme of arrangement and restructuring:

� The Scheme of Restructuring was filed with the Delhi High Court in October 2007. The Delhi High Courthas approved it on November 7, 2008. The High Court order has been filed with the Registrar of Companieson December 4, 2008. With effect from December 4, 2008, the Scheme has become effective and equityshare capital of TTSL was reduced to Rs 3173,57,61,580 comprising of 317,35,76,158 equity shares ofRs 10/- each.

� The salient features of the Scheme are as under:

� The debit balance of the profit and loss account and unabsorbed depreciation of TTSL written offagainst Share Premium Account, to the extent of the balance available in the Share Premium Account.Accordingly, the Share Premium Account stands reduced to that extent. The reduction in SharePremium Account effected as part of the Scheme only in accordance with Section 100 to 103 of theCompanies Act, 1956. The details are as under:

Available balance in Share Premium Account Rs. 1967,71,64,645Less: Write off against book losses Rs. 983,85,82,323Less: Write off against unabsorbed depreciation Rs. 983,85,82,322Balance remaining in the Share premium account NIL

� The paid up equity share capital of TTSL reduced by way of reduction in the number of equity sharesof Rs 10 each from 634,71,52,316 shares to 317,35,76,158 shares resulting in the total reduction ofthe paid up equity share capital of TTSL from Rs. 6347,15,23,160 comprising of 634,71,52,316equity shares of Rs 10 each to Rs. 3173,57,61,580 comprising of 317,35,76,158 equity shares of Rs10 each. Therefore, an amount of Rs. 3173,57,61,580 reduced from the accumulated debit balancein the Profit and Loss Account and unabsorbed depreciation of TTSL from the amount remainingafter the deduction mentioned above.

� Since this reduction in paid up equity share capital is effected by reduction in number of shares(number of shares being reduced to half) there would be no change in the shareholding pattern orvoting rights in TTSL

� TTSL holds 71,43,17,891 equity shares of face value of Rs 10 each in TTML. These shares areclassified as 'Trade Investments' in the books of accounts of TTSL and are valued at Rs. 387,05,95,103being the cost of acquisition. This investment was revalued at Rs. 28.50 per share (being average ofmarket prices on NSE during the six months prior to filing of the Scheme in the Delhi High Court - i.e.for the period 'April 2007 to September 2007') and an amount of Rs. 1648,74,64,791 was reducedfrom the accumulated debit balance in the profit and loss account and unabsorbed depreciation ofTTSL.

� Original Value of Investment Rs. 387,05,95,103� Revalued investment Rs. 2035,80,59,894� Difference between original value and revalued valuation Rs. 1648,74,64,791

3.1.12 Under the SSA it has been agreed that each of the Acquirer and the PAC shall acquire and pay for 50% of theShares validly tendered in the Offer. However, before the closure of the Offer if the Acquirer so desires it shallhave the option to acquire and pay for more than 50% and upto 100% of the validly tendered Shares from andout of the portion reserved for the PAC.

3.1.13 This Offer is being made by the Acquirer and PAC as a result of indirect acquisition of more than 15% in theissued and paid-up share capital of the Target Company and the Acquirer indirectly acquiring an ability toinfluence 37.65% of the voting rights in the Target Company in terms of Regulation 10; and as a result of indirectacquisition of control by the Acquirer in the Target Company under the provisions of the SHA in terms of Regulation12 of the SEBI (SAST) Regulations.

3.1.14 In view of the above, the Offer is a mandatory open offer under Regulation 10 and Regulation 12 of the SEBI(SAST) Regulations.

3.1.15 Acquirer and PAC are said to be acting in concert on account of the inter-se rights of the Parties under the SHA.Due to the applicability of Regulation 2(1)(e)(2) there could be certain entities deemed to be persons acting inconcert with the Acquirer and the PAC. However, for the purposes of this Offer, other than TSL no other personis acting in concert with the Acquirer.

10

3.1.16 Other than as stated in this Letter of Offer, the Acquirer and the PAC have neither acquired nor have beenallotted any Shares of the Target Company in the last 12 months before the date of the Public Announcement. Ason the date of the Public Announcement, the Acquirer and the PAC did not hold any Shares of the TargetCompany except TSL directly holds 393,065,478 equity shares representing 20.72% of the issued and paid upequity share capital of the Target Company as of the date of the Public Announcement. TSL along with other TataCompanies hold 65.64% in the issued and paid up equity share capital of the Target Company. TSL has compliedwith all requirements under SEBI (SAST) Regulations with regard to its earlier acquisition of shares in TTML(Refer paragraph 5.7 and paragraph 7.17 for further details)

3.1.17 Neither the Acquirer nor the PAC have been prohibited by SEBI from dealing in securities, in terms of directionissued under Section 11B of the SEBI Act, 1992 or any other regulations made under the SEBI Act, 1992.

3.1.18 The applicable provisions of Chapter II of the SEBI Takeover Code, vis-à-vis the Target Company have beencomplied with by the Acquirer and the PAC.

3.1.19 Pursuant to the Acquisition and under the terms of the proposed SHA, the Acquirer and the PAC will be incontrol of the Target Company. Further, the Acquirer and the PAC reserve the right to reconstitute the Board ofDirectors of the Target Company, in accordance with the provisions contained in the SEBI Takeover Code andthe Companies Act, 1956. It may be noted that although the Acquirer has significant rights under the SHA whichenable the Acquirer to influence TTSL's holding of 37.65% of the voting rights in TTML, the Acquirer is notentitled to appoint directors on the Board of TTML at its sole discretion. Further, as on date of this Letter of Offerthe Acquirer does not have any director on the Board of TTML.

3.2 Details of the Proposed Offer

3.2.1 The Public Announcement dated November 14, 2008 was published in the following newspapers, in accordancewith Regulation 15 of the SEBI Takeover Code:

PUBLICATION LANGUAGE EDITIONS

Economic Times English All editions

Navbharat Times Hindi All editions

Maharashtra Times Marathi Mumbai

3.2.2 The Public Announcement as well as this Letter of Offer will also be available for download at the SEBI websiteat www.sebi.gov.in

3.2.3 DOCOMO together with TSL is making this cash offer for acquisition of upto 384,241,919 fully paid-up equityshares of Rs. 10 each of TTML from the existing shareholders of TTML representing 20% of Emerging VotingCapital of TTML, at a price of Rs. 24.70 (Rupees Twenty four and seventy paise only) per fully paid up equityshare of face value Rs. 10 each payable in cash, subject to terms and conditions mentioned hereinafter. As onthe date of this Letter of Offer there are no partly paid equity shares or any other instruments convertible intoequity shares except the following:

� There are 13,241 Foreign Currency Convertible Bonds ("FCCBs") of USD 1,000 each outstanding,aggregating to USD 13,241,000 and optionally convertible before the maturity date June 2, 2009. If all theoutstanding FCCB holders exercise their right of conversion, 2,40,11,139 equity shares would be issued toFCCB holders.

� There are 7,950 ESOP's outstanding

3.2.4 Following consummation of this Transaction (assuming full acceptance of the Offer) described in 3.1.5 above,DOCOMO and TSL together will hold upto 40.46% of Emerging Voting Capital of TTML. 40.46% is calculated asbelow:

Particulars As on November 14, 2008 Post Completion of Offer

Number of % in TTML’s Number of % in TTML ofShares current equity Shares Emerging

share capital Voting Capital

Number of Shares held by TSL 393,065,478 20.72% 393,065,478 20.46%

Number of Shares to be acquiredunder the Offer by TSL andDOCOMO (assuming 50:50)

a. TSL 192,120,959 10.00%

b. DOCOMO 192,120,960 10.00%

TOTAL shares held by Tata Sons 393,065,478 20.72% 777,307,397 40.46%and DOCOMO

11

3.2.5 Neither DOCOMO nor TSL has acquired any shares in TTML via open market transactions/other purchasesbetween the date of the Public Announcement and this letter of Offer.

3.2.6 The Offer is not conditional on any minimum level of acceptances by the Shareholders. The Acquirer and PACwill acquire all the Shares of the Target Company that are validly tendered as per terms of the Offer up to amaximum of 384,241,919 Shares.

3.2.7 No competitive bids have been made till date.

3.3 Objects of the Proposed Offer

3.3.1 This Offer is being made by the Acquirer and PAC as a result of indirect acquisition of more than 15% in theissued and paid-up share capital of the Target Company and the Acquirer indirectly acquiring an ability toinfluence 37.65% of the voting rights in the Target Company in terms of Regulation 10; and as a result of indirectacquisition of control by the Acquirer in the Target Company under the provisions of the SHA in terms of Regulation12 of the SEBI (SAST) Regulations.

3.3.2 Acquisition of 26% stake in TTSL and an additional stake in TTML under this Offer would provide the Acquirer:

� Entry into the Indian telecom market, which is the fastest growing telecom market of the world with over 10mn net additions in subscriber base for the month of September 2008

� TTSL together with TTML have a pan India presence and is the sixth largest telecom operator with acombined subscriber base of over 30 million as on September 2008

� TTSL (including TTML) currently provides telecommunication services on CDMA technology platform andhave been recently allotted licenses to provide services on GSM platform as well - significant upside isexpected from GSM rollout

� DOCOMO's vast experience in providing 3G services in Japan and other Asian markets would help TTSLand TTML in their future 3G initiatives

� DOCOMO already has presence in Asian telecom markets by way of investment in telecom companies incountries like Malaysia, Philippines, S. Korea, Bangladesh etc. Presence in the Indian telecom market isin line with DOCOMO's international business strategy

� House of Tatas is one of the largest and highly respected conglomerates in India and a partnership withthe Tata Group provides further opportunities of cooperation between the Tata Group and NTT Group

3.3.3 Some important regulatory requirements in case of a foreign investment into an Indian telecommunication servicescompany are as below:

� Ownership : i) Foreign investment in the Unified Access Service licensee company is allowed up to amaximum of 74%: Foreign investment of up to 49% is permitted under the automatic route i.e. withoutrequiring the prior approval of the FIPB. Foreign investment above 49% requires FIPB approval. Whileapproving the investment proposals, FIPB shall, among other things, take note that investment is notcoming from countries of concern and/ or unfriendly entities; ii) Management control of the licensee companyshall remain in Indian hands

� The present foreign direct investment in TTML is within the permitted FDI limits. Even after theacquisition of shares by DOCOMO under the Open Offer the amount of foreign direct investment inTTML would be within the limit prescribed under the automatic route

� Management control of TTML would remain in Indian hands even after completion of the Open Offer

� Security Conditions: i) The Chief Officer in charge of technical network operations and the Chief SecurityOfficer should be a Indian citizen; ii) Details of infrastructure/ network diagram could be provided on aneed basis only to telecom equipment suppliers/ manufacturers and the affiliate/ parents of the licenseecompany. Clearance from Department of Telecommunications, Government of India would be required ifsuch information is to be provided to anybody else, iii) The majority directors on the board of the Licenseecompany shall be Indian citizens, and iv) The position of Chairman, Managing Director, Chief ExecutiveOfficer and/or Chief Financial Officer, if held by foreign nationals, would require security vetting by theMinistry of Home Affair.

� All security conditions with respect to TTML would be complied with even after completion of theOpen Offer.

DOCOMO has already applied to FIPB seeking its approval for investment in TTML. TSL is an Indiancompany and existing shareholder in TTML and it does not need any FIPB approval for acquiring sharesunder the Offer. Hence, both DOCOMO and TSL have taken all steps to meet the regulatory requirements.

12

4. BACKGROUND OF THE ACQUIRER - NTT DOCOMO, INC. ("ACQUIRER"/ "DOCOMO")

4.1 DOCOMO is a joint stock corporation incorporated and registered under the laws of Japan in August 1991 under thename of NTT Mobile Communications Planning Co. Ltd. and in April 1992 it was renamed as NTT Mobile CommunicationsNetwork, Inc. The name was changed to NTT DOCOMO, INC. on April 1, 2000.

4.2 DOCOMO is one of the world's leading mobile communications company. DOCOMO serves over 54 million customers,including 46 million people subscribing to FOMATM, launched as the world's first 3G mobile service based on W-CDMA in 2001. DOCOMO also offers a wide variety of leading-edge mobile multimedia services, including i-mode™,the world's most popular mobile e-mail/Internet service, used by 48 million people.

4.3 The registered office and corporate office of DOCOMO is located at Sanno Park Tower, 11-1 Nagata-cho 2-chome,Chiyoda-ku, Tokyo, Japan 100-6150. The contact details are - Tel: +81-3-5156-1111,+81-3-5156-1157Fax: +81-3-5156-0204, Email: [email protected]

4.4 DOCOMO is a listed entity with its equity shares listed on the Tokyo, London and New York stock exchanges. As on thedate of Public Announcement the closing price of its shares was JPY 150,100 (equivalent to Rs. 72,904 per share) onthe Tokyo Stock Exchange; US$ 15.35 (equivalent to Rs. 740) on the New York Stock Exchange and JPY 168,000(equivalent to Rs. 81,598 per share) (as on September 30, 2008) on the London Stock Exchange. DOCOMO has amarket capitalization of over JPY 6,734,987 mn (equivalent to Rs 3,27,11,832 lacs).

4.5 DOCOMO's promoter company is Nippon Telegraph and Telephone Corporation ("NTT"), the holding company of NTTGroup. NTT Group constitutes one of the world's leading telephone operators.

4.6 DOCOMO has no share holding in the Target Company as on the date of this Public Announcement nor does it has anyrelation with TSL. However, for the purposes of this Offer DOCOMO and TSL are acting in concert with each other tofulfill the obligations under the Offer.

4.7 Brief history of DOCOMO and some major events are summarized as under:

DATE MAJOR EVENTS

1991 � Incorporated as a joint stock company registered under the laws of Japan under the nameof NTT Mobile Communications Planning Co. Ltd

1992 � Name changed to NTT Mobile Communications Network, Inc.

� NTT Mobile Communications Network, Inc. took over Nippon Telegraph and TelephoneCorporation's mobile communications business in July

1993 � In accordance with the agreement between NTT and the MPT, DOCOMO transferred wirelesstelecommunications operations (other than those in Kanto-Koshinetsu region) to its 8 regionalsubsidiaries

� Launched 800MHz digital cellular phone service in March

1994 � Launched "CITYPHONE" 1.5GHz digital cellular phone service

1997 � Launched "DoPa" packet data communications service

1998 � Listed on the Tokyo Stock Exchange in october

� Took over Personal Handyphone System (PHS) business from NTT Personal Group

1999 � Launched "i-mode" service in February

� Discontinued analog cellular phone service

2000 � Changed corporate name to NTT DoCoMo, Inc. in April

2001 � Launched "FOMA" service on introductory basis in May

� Launched "FOMA" service on fully commercialized basis in October

2002 � Listed on the London Stock Exchange and New York Stock Exchange in March

2005 � Launched "iD" Credit Card Brand

2006 � Launched "DCMX" mobile credit-card service

2007 � Discontinued "QUICKCAST" paging service

2008 � Discontinued PHS service� Revealed new corporate logo and new brand statement in April� Discontinued "CITYPHONE" service� DOCOMO merged with its eight regional subsidiaries in July

4.8 The authorized share capital of DOCOMO consists of 188,130,000 equity shares. The paid up share capital of DOCOMO isJPY 949,680 million (Rs. 4,612,596 lacs) consisting of 44,870,000 equity shares. (Note: DOCOMO doesn't assign any facevalue to its common equity.)

13

4.9 Shareholding pattern of DOCOMO as on September 30, 2008 is as under:

PARTICULARS NUMBER OF SHARES % HOLDING

Promoters - NTT Group 27,640,000 61.6

Foreign Corporations 6,345,144 14.14

Financial Institutions 5,081,706 11.33

Individuals / Others 2,718,963 6.06

Treasury Stock 2,565,110 5.72

Other Corporations 519,077 1.16

TOTAL 44,870,000 100

Nippon Telegraph and Telephone Corporation along with its subsidiaries ("NTT Group") is the largest provider of fixedand mobile voice related services, IP/packet communications services, sales of telecommunications equipment, systemintegration and other telecommunications related services in Japan and operates one of the largest telephone networksin the world. NTT Group's principal businesses are regional communications, long distance and internationalcommunications, mobile communications and data communications.

NTT Group comprise of the following major companies:

COMPANY SHAREHOLDING NATURE OF BUSINESS(as on Sep 30, 2008)

NTT East 100% Intra-prefectural communicationsservices and related ancillary services

NTT West 100% Intra-prefectural communicationsservices and related ancillary services

NTT Communications 100% Inter-prefectural communications services, internationalcommunications services, and related ancillary services.

NTT DOCOMO INC. 61.6% Mobile telephone services and related ancillary services

NTT DATA 54.18% System integration services and network system services

Other Subsidiaries Building maintenance, real property leasing, systemsdevelopment, leasing, and research and development.

Until 1986, the Government of Japan owned 100% of the issued shares of NTT Group. As on March 31, 2008, theGovernment of Japan held approximately 34% of the issued shares in NTT Group.

NTT Group recorded consolidated revenues of US$ 106,809 mn (equivalent to Rs 5,15,23,914 lacs) for the year endedMarch 31, 2008 with a net income of US$ 6,352 mn (equivalent to Rs. 30,64,160 lacs).

The shares of NTT Group are listed on the Tokyo Stock Exchange and on the Osaka, Nagoya, Fukuoka and Sapporostock exchanges in Japan, on the New York Stock Exchange (in ADR form) and on the London Stock Exchange.

(Source of the information of NTT Group: Form 20F filed with SEC on June 30, 2008)

Details of major shareholders holding more than 2% as on the date of Public Announcement:

PARTICULARS % HOLDING ULTIMATEPROMOTER

Nippon Telegraph and Telephone Corporation 61.6 NTT Group

Japan Trustee Services Bank, Ltd. 2.7 Trust Account

The Master Trust Bank of Japan, Ltd. 2.09 Trust Account

4.10 As on the date of Public Announcement, DOCOMO did not hold any shares in the Target Company. DOCOMO has notacquired any stake in TTML or its subsidiaries prior to the Public Announcement for this Offer.

4.11 The provisions of Chapter II regulations of SEBI Takeover Code do not apply to DOCOMO as DOCOMO does not holdany shares in the Target Company till date.

4.12 DOCOMO has no relation with TSL. However, for the purposes of this Offer DOCOMO and TSL are acting in concertwith each other to fulfill the obligations under the Offer.

14

Ryuji Yamada, Presidentand Chief ExecutiveOfficer, June 20, 2008

Master’s degree in telecommunication enginee-ring, Osaka University

Ryuji Yamada joined NTT PublicCorporation in 1973. He becamea Representative Director, SeniorExecutive Vice President of NTTin 2004. He became a SeniorExecutive Vice President ofDOCOMO in 2007. He has servedas the President and ChiefExecutive Officer of DOCOMOsince 2008 and as a Director ofDOCOMO since 2007

5-6-26, Higashi-Gotanda,Shinagawa-Ku, Tokyo,Japan

Kiyoyuki Tsujimura, SeniorExecutive Vice PresidentJune 20, 2008

Master’s degree inphysical electronic,Tokyo Institute ofTechnology, MBA ofMassachusetts Instituteof Technology

Kiyoyuki Tsujimura joined NTTPublic Corporation in 1975. Hebecame a Senior Vice Presidentof DOCOMO in 2001, and anExecutive Vice President ofDOCOMO in 2004. He has servedas a Senior Executive VicePresident of DOCOMO since2008, as a Managing Director ofthe Product & Services Divisionsince 2005, and as a Director ofDOCOMO since 2001

2-28-13, Nakamachi,Musashino City, Tokyo,Japan

Masatoshi Suzuki, SeniorExecutive Vice PresidentJune 20, 2008

Bachelor’s degree ineconomics, TohokuUniversity

Masatoshi Suzuki joined NTTPublic Corporation in 1975. Hebecame a Senior Vice Presidentof DOCOMO in 2004, and anExecutive Vice President ofDOCOMO in 2005. He has servedas a Senior Executive VicePresident and a Managing Directorof the Global Business Division ofDOCOMO since 2008 and aDirector of DOCOMO since 2007

1-14-21, Soshigaya,Setagaya-Ku, Tokyo,Japan

Hiroshi Matsui, SeniorExecutive Vice PresidentJune 20, 2008

Bachelor’s degree inlaw, University of Tokyo

Hiroshi Matsui joined the Ministryof Posts and Telecommunicationsin 1969. He became an advisor ofDOCOMO in 2007. He has servedas a Senior Executive VicePresident and a Director ofDOCOMO since 2008.

2-1-20, Takaido-Higashi,Suginami-Ku, Tokyo,Japan

Harunari Futatsugi,Executive Vice PresidentJune 20, 2008

Master’s degree inengineering, NagoyaUniversity.

Harunari Futatsugi joined NTTPublic Corporation in 1976. Hebecame a Senior Vice Presidentof DOCOMO in 2003. He hasserved as an Executive VicePresident of DOCOMO since2006, as a Managing Director ofthe Network Division since 2007,and as a Director of DOCOMOsince 2003

2-1-15, Fujitsuka, Kohoku-Ku, Yokohama City,Kanagawa, Japan

Name/Designation/ Educational Experience Residential AddressDate of Appointment Qualification

4.13 The Directors of DOCOMO and their addresses as of the date of Public Announcement are as follows

15

Bunya Kumagai, ExecutiveVice President, June 20,2008

Bachelor’s degree inlaw, Hokkaido University

Bunya Kumagai joined NTT PublicCorporation in 1975. He becamea Senior Vice President ofDOCOMO in 2003. He became anExecutive Vice President of NTTDoCoMo Tokai in 2005. He hasserved as an Executive VicePresident of DOCOMO since2007, as a Managing Director ofthe Marketing Division since 2006,and as a Director of DOCOMOsince 2003

2-36-14, Zenpukuji,Suginami-Ku, Tokyo,Japan

Kazuto Tsubouchi,Executive Vice Presidentand Chief Financial OfficerJune 20, 2008

Bachelor’s degree inlaw, University of Tokyo.

Kazuto Tsubouchi joined NTTPublic Corporation in 1976. Hebecame a Senior Vice Presidentof NTT DoCoMo Kansai in 2004.He became a Senior VicePresident of DOCOMO in 2006.He has served as an ExecutiveVice President and Chief FinancialOfficer of DOCOMO since 2008,and as a Managing Director of theAccounts and Finance Departmentand a Director of DOCOMO since2006

1-2-5, Shinmachi,Setagaya-Ku, Tokyo,Japan

Kaoru Kato, ExecutiveVice President June 20,2008

Master’s degree inelectronic engineering,Nagoya Institute ofTechnology

Kaoru Kato joined NTT PublicCorporation in 1977. He becamea Senior Vice President of NTTDoCoMo Kansai, Inc. in 2002. Hebecame an Advisor of DOCOMOin 2005. He became an ExecutiveVice President of NTT DoCoMoKansai, Inc. in 2007. He served asan Executive Vice President, aManaging Director of theCorporate Strategy & PlanningDepartment and a Director ofDOCOMO since 2008

5-23-12, Akashiadai,Sanda City, Hyogo, Japan

Mitsunobu Komori,Executive Vice PresidentJune 20, 2008

Master’s degree inelectronic engineering,Kyoto University.

Mitsunobu Komori joined NTTPublic Corporation in 1977. Hebecame a Senior Vice Presidentof DOCOMO in 2005. He hasserved as an Executive VicePresident, a Managing Director ofthe Research and DevelopmentDivision and a Director ofDOCOMO since 2008

1-4-4-2909, Mita, Meguro-Ku, Tokyo, Japan


16

Takashi Tanaka, SeniorVice PresidentJune 20,2008

Bachelor’s degree inpolitical science/economics, WasedaUniversity.

Takashi Tanaka joined NTT PublicCorporation in 1979. He hasserved as a Senior Vice Presidentand a Director of DOCOMO since2007, and as a Managing Directorof the Human ResourcesManagement Department ofDOCOMO since 2008

28-11, Chofu-Honmachi,Ota-Ku, Tokyo, Japan

Katsuhiro Nakamura,Senior Vice PresidentJune 20, 2008


Katsuhiro Nakamura joined NTTPublic Corporation in 1977. Hebecame a Representative Directorand Senior Vice President of NTTDoCoMo Hokkaido, Inc. in 2005.He has served as a Senior VicePresident of DOCOMO since2007, and as a Managing Directorof the General Affairs Departmentand a Director of DOCOMO since2008

4-25-13, Numabukuro,Nakano-Ku, Tokyo, Japan

Masao Nakamura,Member of the BoardJune 20, 2008


Masao Nakamura joined NTTPublic Corporation in 1969. Hebecame a General Manager of theSaitama Branch of NTT in 1996.He became a Senior VicePresident of DOCOMO in 1998, anExecutive Vice President ofDOCOMO in 1999, a SeniorExecutive Vice President ofDOCOMO in 2002, and thePresident and Chief ExecutiveOfficer of DOCOMO in 2004. Hehas served as a Corporate Advisorsince 2008 and as a Director ofDOCOMO since 1998

3-13-12, Minamimachi,Nishi-Tokyo City, Tokyo,Japan

Hiroshi Tsujigami, Memberof the Board June 20, 2008


Hiroshi Tsujigami joined NTTPublic Corporation in 1983. Hebecame a Member of the Boardof NTT Investment Partners, Inc.in 2008. He has served as aDirector of DOCOMO since 2008.

2-4-19-505, Shimoochiai,Shinjyuku-Ku, Tokyo,Japan


4.14 None of the directors of DOCOMO have acquired any shares of the Target Company over the last 12 months from thedate of the Public Announcement.

4.15 None of the directors/ representatives of DOCOMO are on the board of directors of the Target Company. No nomineeof DOCOMO has been appointed as a director on the Board of Directors of either TTSL or TSL as on the date of thisLetter of Offer.

4.16 Except as disclosed in this Letter of Offer there are no other agreements between the Acquirer and PAC in relation tothe Offer / acquisition of the Shares

4.17 As a SEC (Securities and Exchange Commission, USA) registrant, DOCOMO is subject to annual financial statementsaudits performed in accordance with the standard of The Public Company Accounting Oversight Board, US ("PCAOB").In addition, quarterly financial statements reviews are performed in accordance with the quarterly review standardsgenerally accepted in Japan.

Auditors of NTT DOCOMO, INC. are KPMG AZSA & Co. The authority which regulates KPMG in Japan is FinancialService Agency ("FSA"). The Certified Public Accountants and Auditing Oversight Board ("CPAAOB") is an independentregulatory body established within FSA. CPAAOB exercises its statutory authority independently from the FSA.

17

4.18 Brief consolidated financials of DOCOMO are presented below (Source: Annual Reports for year ending March 31,2008 and March 31, 2007 and half yearly review report for the period ending September 30. 2008 duly certified by thestatutory auditors). Since the latest audited annual accounts are as of March 31, 2008, which is more than six monthsold than the date of the Public Announcement, financials as at September 30, 2008 have been disclosed. Financials asat September 30, 2008 are for a period of six months and are as per the half yearly review report duly certified by thestatutory auditors. The latest financials are less than six months old as at the date of the Public Announcement

Profit and Loss Statement:

Mar -06 Mar-07 Mar -08 Sep –08 (6 months)#

In Yen Mn and JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACSRs Lacs

Revenues from 4,295,856 20,864,973 4,314,140 20,953,778 4,165,234 20,230,542 1,948,540 9,464,059wireless servicesRevenues from 470,016 2,282,868 473,953 2,301,990 546,593 2,654,802 319,244 1,550,568equipment salesTotal Revenue 4,765,872 23,147,840 4,788,093 23,255,768 4,711,827 22,885,344 2,267,784 11,014,627Total Expenditure 3,195,096 15,518,581 3,269,231 15,878,655 3,127,090 15,188,276 1,342,451 6,520,285Profit before Interest, 1,570,776 7,629,259 1,518,862 7,377,113 1,584,737 7,697,068 925,333 4,494,342Tax, Depreciation &AmortizationDepreciation & 738,137 3,585,131 745,338 3,620,107 776,425 3,771,096 348,387 1,692,116AmortisationInterest Expense (Net) 8,420 40,896 5,749 27,923 4,556 22,128 2,398 11,647Other Income (Net) 128,084 622,104 5,168 25,101 (3,068) (14,901) (14,392) (69,902)Profit Before Tax 952,303 4,625,336 772,943 3,754,184 800,688 3,888,942 560,156 2,720,678Taxation 341,382 1,658,092 313,679 1,523,539 322,955 1,568,592 219,397 1,065,611Profit / (Loss) from (364) (1,768) (1,941) (9,427) 13,553 65,827 5,921 28,758interest in other affiliatesMinority Interest (76) (369) (45) (219) (84) (408) (21) (102)Profit after Tax 610,481 2,965,106 457,278 2,220,999 491,202 2,385,768 346,659 1,683,723

Balance Sheet:


In Yen Mn and JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACSRs Lacs

Sources of Funds

Common Stock 949,680 4,612,596 949,680 4,612,596 949,680 4,612,596 949,680 4,612,596

Other Paid in Capital 1,311,013 6,367,590 1,135,958 5,517,348 948,571 4,607,209 948,571 4,607,209

Retained Earnings 2,212,739 10,747,273 2,493,155 12,109,254 2,793,814 13,569,555 3,038,166 14,756,372

Other Reserves (421,415) (2,046,813) (417,490) (2,027,749) (415,569) (2,018,419) (490,554) (2,382,621)

Net Worth 4,052,017 19,680,647 4,161,303 20,211,449 4,276,496 20,770,941 4,445,863 21,593,557

Long term loans 943,821 4,584,139 790,823 3,841,027 698,735 3,393,756 795,393 3,863,224

Minority Interest 1,120 5,440 1,164 5,654 1,288 6,256 1,600 7,771

Total 4,996,958 24,270,225 4,953,290 24,058,130 4,976,519 24,170,953 5,242,856 25,464,552

Uses of Funds

Net tangible assets 2,777,454 13,490,094 2,900,653 14,088,472 2,834,607 13,767,686 2,818,049 13,687,264

Goodwill on 141,094 685,294 147,821 717,967 158,889 771,724 157,821 766,537Consolidation

Investments 531,945 2,583,657 437,832 2,126,550 536,849 2,607,476 531,514 2,581,563

Net Current Assets 558,459 2,712,435 568,988 2,763,575 533,465 2,591,040 755,839 3,671,110

Other Assets 988,006 4,798,745 897,996 4,361,567 912,709 4,433,028 979,633 4,758,077

Total 4,996,958 24,270,225 4,953,290 24,058,130 4,976,519 24,170,953 5,242,856 25,464,552

18

Other Financial Data:


Dividend Pay out % *** 29.18% 38.29% 41.87% -

Earnings per Share – 13,491 6,553 10,396 5,049 11,391 5,533 8,175 3,970Basic (Yen/Rs)

Return On Net Worth %* 15.1% 11.0% 11.5% 15.6%#

Book Value Per 91,109 44,252 95,457 46,363 100,321 48,726 NA NAshare (Yen/Rs.)**

#Based on half yearly review report (Apr - Sep 08), duly certified by the statutory auditors

*Return has been calculated as Profit after Tax / Net Worth

** Book Value per share has been calculated as Net Worth/ N of basic shares,

*** Dividend Payout % - Dividend / Net Income

#Annualized return on net worth

4.19 Major contingent liabilities and commitments (Source: Annual Report 2008 and Form 20F filed with SEC on June 26,2008 - information in 4.18, 4.19 and 4.20 is extracted from the Annual Report 2008 and 20F filing with SEC by DOCOMO.Annual Report and Form 20F may be referred to for full details on the items discussed under these paragraphs). Thesum of major contingent liabilities and commitments as on March 31, 2008 amounted to JPY 149,608 mn (equivalentto Rs 726, 646 lacs). The details are as under -

� Purchase Commitments: DOCOMO has entered into various contracts for the purchase of property, plant andequipment, inventories (primarily handsets) and services and the acquisition of equity securities. Commitmentsoutstanding as of March 31, 2008 amounted to JPY51,746 mn ( equivalent to Rs. 251,330 laqs ) (of whichJPY3,632 mn (equivalent to Rs. 17,641 lacs) are with related parties) for property, plant and equipment, JPY22,029mn (equivalent to Rs 106,995 lacs) (of which none are with related parties) for inventories and JPY44,920 mn(equivalent to Rs. 218,176 lacs) (of which JPY849 mn (equivalent to Rs. 4,124 lacs) are with related parties) forthe other purchase commitments.

� Guarantees: DOCOMO enters into agreements in the normal course of business that provide guarantees forcounterparties. These counterparties include subscribers, related parties, foreign wireless telecommunicationsservice providers and other business partners. While the most of guarantees provided for subscribers relate toproduct defects of cellular phone handsets sold by DOCOMO, DOCOMO is provided with similar guarantees bythe handset vendors. Though the guarantees or indemnifications provided in other transactions than with thesubscribers are different in each contract, the likelihood of almost all of the performance of these guarantees orindemnifications are remote and amount of payments DOCOMO could be claimed for is not specified in almostall of the contracts. Historically, DOCOMO has not made any significant guarantee or indemnification paymentsunder such agreements. DOCOMO estimates the estimated fair value of the obligations related to theseagreements is not significant. Accordingly, no liabilities were recognized for these obligations as of March 31,2008.

� Litigations: As of March 31, 2008, DOCOMO had no litigation or claims outstanding, pending or threatenedagainst which in the opinion of management would have a materially adverse effect on its results of operationsor financial position.

� Minimum payment under various leases: DOCOMO leases certain facilities and equipment in the normalcourse of business under capital leases or operating leases. Future minimum capital lease payments and rentalpayments under operating leases by year as of March 31, 2008 were as follows:

Year ending March 31 Lease Payments Rental Payments

Million of Yen Rs in Lacs Million of Yen Rs in Lacs

2009 3,036 14,746 2,152 10,452

2010 2,332 11,327 1,870 9,083

2011 1,591 7,727 1,521 7,387

2012 882 4,284 1,424 6,916

2013 382 1,855 1,424 6,916

Thereafter 61 296 14,238 69,154

Total minimum lease payments 8,284 40,235 22,629 109,909

19

4.20 Reasons for Rise /Fall in Total Income (Source: Annual Report 2008 and 2007)

� 2008 vs. 2007 (year ending March 31): An increase in packet communications revenues was offset by a declinein voice revenues, and as a result, wireless services revenues decreased by JPY 148.9 bn (equivalent to Rs.7,23,207 lacs), or 3.5%, to JPY 4165.2 bn (equivalent to Rs. 2,02,30,376 lacs). Packet communications revenuesincreased by JPY 131.6 bn (equivalent to Rs. 6,39,181 lacs), or 10.6%, with support from growth in packetARPU. However, voice revenues decreased to JPY 2645.1 bn (equivalent to Rs. 1,28,47,251 lacs), down 10.0%,or JPY 295.3 bn (equivalent to Rs. 14,34,272 lacs), year-on-year, due principally to broad user acceptance ofnew discount services introduced in August 2007 and to the impact of a change in the previous year in themethod of making estimates regarding revenue recognition of the portion of Nikagetsu Kurikoshi (two-monthcarryover) allowance that are estimated to expire. Equipment sales totaled JPY 546.6 bn (equivalent Rs. 26,54,836lacs), up 15.3%, or JPY 72.6 bn (equivalent to Rs. 3,52,618 lacs), year-on-year due to the introduction of a newhandset sales model called Value Course in November 2007, which more than offset a decrease in the numberof handset sold.

� 2007 vs. 2006 (year ending March 31): Wireless services revenues increased by JPY 18.3 bn (equivalent toRs. 88,883 lacs), or 0.4.%, to JPY 4,314.1 bn (equivalent to Rs. 2,09,53,584 lacs), due to an increase in thenumber of the cellular subscriptions and the recognition of the portion of "Nikagetsu Kurikoshi" allowance. Whilethe strategic billing arrangements introduced in the past had a negative effect, efforts to strengthen the businessoverall were successful, and even after the introduction of MNP, the churn rate was maintained at a low level(0.78% for the entire year).

4.21 Significant Accounting Policies of DOCOMO (Source: Annual Report 2008) -

� Principles of consolidation: The consolidated financial statements include accounts of DOCOMO and itsmajority-owned subsidiaries. All significant inter-company balances and transactions are eliminated inconsolidation.

� Use of estimates: The preparation of DOCOMO's consolidated financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect the reported amounts of assetsand liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financialstatements, as well as the reported amounts of revenues and expenses during the reporting period. Actualresults could differ from those estimates. DOCOMO has identified the following areas where it believes estimatesand assumptions are particularly critical to the consolidated financial statements. These are determination ofuseful lives of property, plant and equipment, internal use software and other intangible assets, impairment oflong-lived assets, impairment of investments, realization of deferred tax assets, measurement of pension liabilitiesand revenue recognition.

� Cash and cash equivalents: DOCOMO considers cash in banks and short-term highly liquid investments withoriginal maturities of 3 months or less at the date of purchase to be cash and cash equivalents.

� Short-term investments: The highly liquid investments, which have original maturities of longer than 3 monthsat the date of purchase and remaining maturities of 1 year or less at the end of fiscal year, are considered to beshort-term investments.

� Allowance for doubtful accounts: The allowance for doubtful accounts is principally computed based on thehistorical bad debt experience plus the estimated uncollectible amount based on the analysis of certain individualaccounts, including claims in bankruptcy.

� Inventories: Inventories are stated at the lower of cost or market. The cost of equipment sold is determined bythe first-in, first-out method. Inventories consist primarily of handsets and accessories. DOCOMO evaluates itsinventory for obsolescence on a periodic basis and records valuation adjustments as required.

� Property, plant and equipment: Property, plant and equipment are stated at cost and include interest costincurred during construction. Property, plant and equipment under capital leases are stated at the present valueof minimum lease payments. Depreciation is computed by the declining balance method at rates based on theestimated useful lives of the respective assets with the exception of buildings, which are depreciated on astraight-line basis. Useful lives are determined at the time the asset is acquired and are based on its expecteduse, past experience with similar assets and anticipated technological or other changes. If technological or otherchanges occur more or less rapidly or in a different form than anticipated or the intended use changes, theuseful lives assigned to these assets are adjusted as appropriate. Property, plant and equipment held undercapital leases and leasehold improvements are amortized using either the straight-line method or the declining-balance method, depending on the type of the assets, over the shorter of the lease term or estimated useful lifeof the asset. The estimated useful lives of major depreciable assets are as follows:

Major wireless telecommunications equipment 8 to 16 yearsSteel towers and poles for antenna equipment 30 to 40 yearsReinforced concrete buildings 38 to 50 yearsTools, furniture and fixtures 4 to 15 years

20

� Capitalized interest: DOCOMO capitalizes interest related to the construction of property, plant and equipmentover the period of construction. DOCOMO also capitalizes interest associated with the development of internal-use software. DOCOMO amortizes such capitalized interest over the estimated useful lives of the related assets.

� Investments in affiliates: The equity method of accounting is applied to investments in affiliates where DOCOMOowns an aggregate of 20% to 50% and/or is able to exercise significant influence. Under the equity method ofaccounting, DOCOMO records its share of earnings and losses of the affiliate and adjusts its carrying amount.For investments of less than 20%, DOCOMO periodically reviews the facts and circumstances related thereto todetermine whether or not it can exercise significant influence over the operating and financial policies of theaffiliate and therefore should apply the equity method of accounting. For investees accounted for under theequity method whose fiscal year ends are December 31, DOCOMO records its share of income or losses ofsuch investees with a 3-month lag in its consolidated statements of income and comprehensive income. DOCOMOevaluates the recoverability of the carrying value of its investments in affiliates, which includes investor levelgoodwill, when there are indicators that a decline in value below its carrying amount may be other than temporary.In performing its evaluations, DOCOMO utilizes various information including cash flow projections, independentvaluations and, as applicable, quoted market values to determine recoverable amounts and the length of timean investment's carrying value exceeds its estimated current recoverable amount. In the event of a determinationthat a decline in value is other than temporary, a charge to earnings is recorded for the loss, and a new costbasis in the investment is established.

� Marketable securities and other investments: Marketable securities consist of debt and equity securities.DOCOMO accounts for such investments in debt and equity securities in accordance with SFAS No.115,"Accounting for Certain Investments in Debt and Equity Securities". Management determines the appropriateclassification of its investment securities at the time of purchase. DOCOMO periodically reviews the carryingamounts of its marketable securities for impairments that are other than temporary. If this evaluation indicatesthat a decline in value is other than temporary, the security is written down to its estimated fair value. Theimpairment is charged to earnings and a new cost basis for the security is established. To determine whetherimpairment is other than temporary, DOCOMO considers whether it has the ability and intent to hold the investmentuntil a market price recovery and considers whether evidence indicating the cost of the investment is recoverableoutweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for theimpairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecastedperformance of the investee and the general market condition in the geographic area or industry the investeeoperates in. Equity securities held by DOCOMO, whose fair values are readily determinable, are classified asavailable-for-sale. Available-for-sale equity securities are carried at fair value with unrealized holding gains orlosses, net of applicable taxes, included as a component of "Accumulated other comprehensive income" inshareholders' equity. Realized gains and losses are determined using the moving-average method and arereflected currently in earnings. Debt securities held by DOCOMO, which DOCOMO has the positive intent andability to hold to maturity, are classified as held-to-maturity, and the other debt securities that may be sold beforematurity are classified as available-for- sale securities. Held-to-maturity debt securities are carried at amortizedcost. Available-for-sale debt securities are carried at fair value with unrealized holding gains or losses, net ofapplicable taxes, included as a component of "Accumulated other comprehensive income" in shareholders'equity. Realized gains and losses are determined using the first-in, first-out cost method and are reflectedcurrently in earnings. Debt securities with original maturities of 3 months or less at the date of purchase arerecorded as "Cash and cash equivalents", while those with original maturities of longer than 3 months at thedate of purchase and remaining maturities of 1 year or less at the end of fiscal year are recorded as "Short-terminvestments" in the consolidated balance sheets.

� Goodwill and other intangible assets: Goodwill is the excess of the acquisition cost of businesses over thefair value of the identifiable net assets acquired. Other intangible assets primarily consist of software fortelecommunications network, internal-use software, software acquired to be used in manufacture of handsets,customer related assets and rights to use certain telecommunications facilities of wireline operators. DOCOMOaccounts for goodwill and other intangible assets in accordance with SFAS No. 142 "Goodwill and Other IntangibleAssets". Accordingly, DOCOMO does not amortize either goodwill, including investor level goodwill related tothe investments accounted for under the equity method, or other intangible assets acquired in a purchasebusiness combination and determined to have an indefinite useful life. However, (1) goodwill, except thoserelated to equity method investments, and (2) other intangible assets that have indefinite useful lives are testedfor impairment at least annually. Intangible assets that have finite useful lives, consisting primarily of softwarefor telecommunications network, internal-use software, software acquired to be used in manufacture of handsets,customer related assets and rights to use telecommunications facilities of wireline operators are amortized on astraight-line basis over their useful lives. Goodwill related to equity method investments is tested for impairmentas a part of the other than temporary impairment assessment of the equity method investment as a whole inaccordance with Accounting Principles Board Opinion No. 18, "The Equity Method of Accounting for Investmentsin Common Stock".

21

� Impairment of long-lived assets: DOCOMO's long-lived assets other than goodwill, such as property, plantand equipment, software and intangibles subject to amortization, are reviewed for impairment whenever eventsor changes in circumstances indicate that the carrying amount may not be recoverable in accordance with SFASNo. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets". Recoverability of assets to be heldfor use is evaluated by a comparison of the carrying amount of the asset with future undiscounted cash flowsexpected to be generated by the asset or asset group. If the asset (or asset group) is determined to be impaired,the loss recognized is the amount by which the carrying value of the asset (or asset group) exceeds its fair valueas measured through various valuation techniques, including discounted cash flow models, quoted market valueand third-party independent appraisals, as considered necessary.

� Hedging activities: DOCOMO accounts for derivative financial instruments and other hedging activities inaccordance with SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities", as amendedby SFAS No. 138, No. 149 and No. 155. All derivative instruments are recorded on the consolidated balancesheets at fair value. The recorded fair values of derivative instruments represent the amounts that DOCOMOwould receive or pay to terminate the contracts at each fiscal year end.

� Employees' retirement benefit plans: Effective March 31, 2007, in accordance with SFAS No. 158"Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment ofSFAS No. 87, 88, 106, and 132R", DOCOMO recognizes the funded status of its benefit plan, measured asthe difference between the plan assets at fair value and the benefit obligation, in the consolidated balancesheets. Changes in the funded status are recognized as changes in comprehensive income (loss) duringthe fiscal period in which such changes occur. Pension benefits earned during the year as well as intereston projected benefit obligations are accrued currently. Prior service cost and net losses in excess of 10%of the greater of the projected benefit obligation or the fair value of plan assets, both of which are includedin "Accumulated other comprehensive income", are amortized over the expected average remaining serviceperiod of employees on a straight-line basis.

� Revenue recognition: DOCOMO primarily generates revenues from two sources-wireless services andequipment sales. These revenue sources are separate and distinct earnings processes. Wireless service issold to the subscriber directly or through thirdparty resellers who act as agents, while equipment, includinghandsets, are sold principally to agent resellers. Wireless service revenues primarily consist of basic monthlycharges, airtime charges and fees for activation. Basic monthly charges and airtime charges are recognizedas revenues as service is provided to the subscribers. DOCOMO's monthly billing plans for cellular (FOMAand mova) services generally include a certain amount of allowances (free minutes and/or packets), andthe used amount of the allowances is subtracted from total usage in calculating the airtime revenue from asubscriber for the month. Equipment sales are recognized as revenues when equipment is accepted by theagent resellers and all inventory risk is transferred from DOCOMO. Certain commissions paid to agentresellers are recognized as a reduction of revenue upon delivery of the equipment to such agent resellersin accordance with Emerging Issues Task Force ("EITF") Issue No. 01-9 "Accounting for ConsiderationGiven by a Vendor to a Customer (Including a Reseller of the Vendor's Products)". Non-recurring upfrontfees such as activation fees are deferred and recognized as revenues over the estimated average period ofthe subscription for each service. The related direct costs are also deferred to the extent of the relatedupfront fee amount and are amortized over the same period.

� Selling, general and administrative expenses: Selling, general and administrative expenses primarilyinclude commissions paid to sales agents, expenses associated with DOCOMO's customer loyalty programs,advertising expenses, as well as other expenses such as payroll and related benefit costs of personnel notdirectly involved in the operations and maintenance process. Commissions paid to sales agents representthe largest portion of selling, general and administrative expenses.

� Income taxes: Income taxes are accounted for in accordance with SFAS No. 109, "Accounting for IncomeTaxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable todifferences between the financial statement carrying amounts of existing assets and liabilities and theirrespective tax bases, and operating loss and tax credit carry-forwards. Deferred tax assets and liabilitiesare measured using enacted tax rates expected to apply to taxable income in the years in which thosetemporary differences are expected to be recovered or settled. The effect on deferred tax assets andliabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

� Earnings per share: Basic earnings per share include no dilution and are computed by dividing incomeavailable to common shareholders by the weighted average number of shares of common stock outstandingfor the period. Diluted earnings per share assume the dilution that could occur if securities or other contractsto issue common stock were exercised or converted into common stock or resulted in the issuance ofcommon stock. DOCOMO has no dilutive securities outstanding for the year ended March 31, 2006, 2007and 2008, and therefore there is no difference between basic and diluted earnings per share.

22

� Foreign currency translation: All asset and liability accounts of foreign subsidiaries and affiliates aretranslated into Japanese yen at appropriate year-end current rates and all income and expense accountsare translated at rates that approximate those rates prevailing at the time of the transactions. Theaccompanying translation adjustments are included in "Accumulated other comprehensive income." Foreigncurrency receivables and payables of DOCOMO are translated at appropriate year-end current rates andthe accompanying translation gains or losses are included in earnings currently. The effects of exchangerate fluctuations from the initial transaction date to the settlement date are recorded as exchange gain orloss, which are included in "Other income (expense)" in the accompanying consolidated statements ofincome and comprehensive income.

4.22 Details of major acquisitions during last 3 years involving DOCOMO:

Acquired Acquisition Purchase Brief DescriptionCompany Date Price

INTERNATIONAL

KT Freetel 2005.12.15 Approx. KRW To enable both companies to provide better564.9bn services to customers in their respective markets(Rs. 20,00,876 lacs) through the development and promotion of mobile

technologies and applications.

Philippine Long 2006.1.31 JYP 52.1bn Purchased stocks from NTT CommunicationsDistance Telephone (Rs. 2,53,050 lacs) Corporation. To support PLDT and SMART inCompany introducing i-mode and W-CDMA services and

promoting international roaming between Japanand the Philippines.

DOCOMO PACIFI INC. 2006.3.20 US$ 71.8mn To provide mobile services in Guam and the(Rs. 34,636 lacs) Northern Mariana Islands.

KTF-NTT DoCoMo 2007.10.10 KRW 13.5bn Joint venture fund with KTF, managed byMobile Investment (Rs. 47,830 lacs) KTBnetwork Co., Ltd. to invest in promising mobileLimited Partnership and IT firms in Korea.

U Mobile Sdn Bhd 2007.12.3 US$ 100mn Joint investment with KTF through third-party(Rs. 48,239 lacs) allotment. To participate in U Mobile's

management and draw on its 3G expertise toenhance U Mobile's competitiveness.

MagiNet Pte. Ltd. 2007.12.21 US$ 150mn For the purpose to merge MagiNet(Rs. 72,359 lacs)

interTouch 2007.12.21 Maximum US$ 191 To expand the business of high-speed wired/mn (Rs. 92,137 lacs) wireless broadband connectivity services and

applications primarily to hotels, managementcompanies and travelers worldwide.

PLDT 2008.1.22 Approx. JYP 86.7bn DOCOMO raised its stake (6.64%) in PLDT(Rs. 4,21,102 lacs)

TM International 2008.6.16 US$ 350mn To participate in TMIB's management and activelyBangladesh Ltd. (Rs. 1,68,838 lacs) draw on its expertise to enhance the company's

business in the fast-growing Bangladeshi mobilemarket.

DOMESTIC

Rakuten Auction, Inc. 2005. 10.11 Approx. JPY 4.2bn DOCOMO acquired 40% of Rakuten Auction's(Rs. 20,399 lacs) common shares. To leverage Rakuten's expertise

in the Internet auction business.

Tower Records 2005.11.7 Approx. JPY 12.8bn To increase the value of its mobile phones byJapan Inc. (Rs. 62,170 lacs) turning handsets into powerful devices for

enjoying music related information.

ACCESS Co., Ltd. 2005.11.30 approx. JPY 17bn(Rs. 82,569 lacs)

Aplix Corporation 2005.11.30 Approx. JPY 13bn To enhance the working relationship in(Rs. 63,141 lacs) development of upper layer application software

centered on browser technology.

23

Acquired Acquisition Purchase Brief DescriptionCompany Date Price

Fuji Television 2005.12.21 Approx. JPY 20.7 bn To enhance the partnership by forming technicalNetwork, Inc. (Rs. 1,00,540 lacs) tie-ups in handset middleware centered on Java

technology.

D.N. Dream 2006.2.9 JPY 5bn Purchase of Fuji Television's treasury stock. ForPartners LLP (Rs. 24,285 lacs) the purpose to cooperate by sharing their

respective resources and expertise to create anew market and develop innovative services inthe field of mobile communications andbroadcasting.

UC card 2006.3.6 Approx. JPY 1 bn Seven-year limited liability partnership between(Rs. 4,857 lacs) DOCOMO and Nippon Television Network

Corporation. To develop content and relatedservices that combine mobile communicationsand conventional TV programs.

CA MOBILE, LTD 2006.3.27 Approx. JPY 1.84 bn Purchase current shares from Mizuho Bank. For(Rs. 8,937 lacs) the purpose of joint promotion of DoCoMo's iD™

brand card business.

LAWSON, Inc. 2006.3.28 Approx. JPY 9 bn To strengthen mobile advertisement business.(Rs. 43,713 lacs)

Kadokawa Group 2006.11.27 Approx. JPY 4 bn Purchase of current stocks. For the purpose toHoldings (Rs. 19,428 lacs) improve the development of mobile audio

technology.

FamilyMart Co.,Ltd. 2007.5.28 Approx. JPY 9 bn Joint venture company with McDonald's Holdings(Rs. 43,713 lacs) Company (Japan), Ltd. For the purpose to plan

and manage e-marketing promotions toMcDonald's newly planned membership club, andthe introduction of DoCoMo's iD™ platform formobile-phone credit cards and ToruCa™information-capture service at McDonald's stores.

Acrodea, inc. 2008.2.27 Approx. JYP 1.8 bn Joint Venture with Casio Computer Co., Ltd. to(Rs. 8,743 lacs) provide digital payment systems, mainly for

DoCoMo's iD™ mobile credit-card platform, andrelated customer relationship management(CRM) services.

NTT Resonant inc 2008.6.16 Approx. JYP 6.6 bn For the purpose to re-organize its 100% regional(Rs. 32,056 lacs) companies in the Hokkaido, Tohoku, Tokai,

Hokuriku, Kansai, Chugoku, Shikoku andKyushu regions.

Avex Broadcasting & 2008.9.30 JYP2.1bn Third-party share allocation. For the purpose toCommunications inc (Rs. 10,200 lacs) deploy the convergence of mobile and PC

services.

4.23 Corporate Governance: DOCOMO has established a governance system that allows it to make decisions withoutdelay and reinforce its audit and internal control, while at the same time improve its communications with shareholderswith a goal to ensure promptness, transparency and soundness of the company's business management.

� For the governance of business operations, DOCOMO has adopted a Board of Directors/Corporate Auditorssystem, based on the belief that (i) directors should be involved in the decision-making process pertaining toimportant matters of the company, in order to facilitate business management based on the customers' perspective,and (ii) to ensure sound and efficient business execution, it is desirable to establish a structure in which boardmembers who are assigned the responsibility for business execution can supervise each other, and businessmanagement can be audited by corporate auditors (including external auditors).

� DOCOMO has introduced a corporate officer system with the aim of enhancing the board's supervision functionand further reinforcing the Company's business execution capability. In putting a corporate officer system inplace, some of the business execution rights that are enjoyed by the Board of Directors have been transferredto representative directors and corporate officers.

24

� The board of corporate auditors consists of five members, including three external auditors. The board of corporateauditors in principle meets once a month to make decisions on audit policies, plans, methods and other importantissues relating to the audit of the company, as well as to receive reports from each corporate auditor concerningthe status of audits carried out. Corporate auditors ensure the effectiveness of audits by collaborating andexchanging information on audit plans and results with the Internal Audit Office, an independent unit establishedto perform internal audits of the company, and DOCOMO's registered public accountants on regular basis.Furthermore, corporate auditors reinforce audit structures by improving the communication with auditors of thecompany's subsidiaries.

� To receive objective inputs pertaining to managerial challenges facing the company from experts representingvarious fields, DOCOMO has set up advisory boards, one in Japan and another in the United States. Themembers of the two advisory boards comprise experts from various fields, and the advice and proposals obtainedfrom the members are reflected in the management of the company.

� The compliance officer of DOCOMO is Mr. Katsuhiro Nakamura. The Compliance Officer can be contacted at:Tel: +81-3-5156-1111 Fax: +81-3-5156-0204 Email: [email protected]

4.24 DOCOMO has several subsidiary companies in and outside Japan. DOCOMO has not promoted any company in India.Major subsidiary companies are as below:

NAME OF COMPANY

1. DOCOMO interTouch Pte. Ltd.

2. Tecworld Limited

3. HTCL Holdings Limited

4. Lugton Limited

5. DOCOMO GUAM HOLDINGS, INC.

6. Mobile Innovation Company Limited

7. NEASDEN ASSETS LIMITED

8. EPHRAIM ASSETS LIMITED

9. CALAMINT INVESTMENTS LIMITED

10. THURSO INVESTMENTS LIMITED

11. DoCoMo Capital, Inc.

12. DoCoMo Europe (France) S.A.S.

13. DoCoMo Europe Ltd.

14. DoCoMo Beijing Communications Laboratories Co.,Ltd.

15. NTT DoCoMo USA, Inc.

16. DoCoMo China Co., Ltd

17. DoCoMo PACIFIC, INC.

4.25 Details of the top 5 subsidiaries are given as under:

NAME OF % SHARE DATE OF REGISTERED NATURE OFCOMPANY HOLDING INCORP. OFFICE BUSINESS

DOCOMO 100 1992.8.3 3-16-3, Higashi-Ikebukuro, Telemarketing, Billing and staff serviceService, Inc. Toshima-Ku, Tokyo

DOCOMO 100 1985.5.30 2-4-5 Akasaka Minato-Ku Planning, development and operation ofSystems, Inc. Tokyo systems for DOCOMO Group

DOCOMO 100 1992.8.1 2-4-5 Akasaka, Minato-ku, Development, constrcutionand maintenanceEngineering, Tokyo of telecommunication networkInc.

DOCOMO 100 2001.8.1 2-4-5 Akasaka, Minato-ku, Research and development on mobileTechnology, Tokyo telecommunicationsInc.

DOCOMO 100 1995.9.4 2-4-5, Akasaka, Customer Service, Call CenterMobile, Inc. Minato-Ku, Tokyo

25

4.26.

Mar-06 Mar-07 Mar-08DOCOMO Service, Inc. JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS

Total Income 36,732 178,407 30,911 150,135 31,415 152,583Profit After Tax 1,010 4,906 1,401 6,805 1,768 8,587Equity Capital 100 486 100 486 100 486Reserves 8,109 39,385 4,579 22,240 5,937 28,836Total Shareholders Equity 8,209 39,871 4,679 22,726 6,037 29,322EPS (JYP/ RS) 421,156 2,045,555 584,155 2,837,241 737,009 3,579,653Book Value per share (JYP/ RS) 82 399 47 227 60 293

4.27.

Mar-06 Mar-07 Mar-08DOCOMO Systems, Inc. JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS

Total Income 36,395 176,771 39,488 191,793 35,008 170,034Profit After Tax 1,197 5,814 917 4,454 888 4,313Equity Capital 652 3,167 652 3,167 652 3,167Reserves 7,384 35,864 5,266 25,577 5,852 28,423Total Shareholders Equity 8,036 39,031 5,918 28,744 6,504 31,590EPS (JYP/ RS) 107,148 520,418 82,070 398,614 79,458 385,928Book Value per share (JYP/ RS) 12 60 9 44 10 48

4.28

Mar-06 Mar-07 Mar-08DOCOMO Engineering, Inc. JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS


4.29

Mar-06 Mar-07 Mar-08DOCOMO Technology, Inc. JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACS


4.30

Mar-06 Mar-07 Mar-08

DOCOMO Mobile, Inc. JPY Mn RS LACS JPY Mn RS LACS JPY Mn RS LACSTotal Income 19,763 95,989 20,640 100,248 21,062 102,298Profit After Tax 943 4,580 893 4,337 1,063 5,163Equity Capital 30 146 30 146 30 146Reserves 5,453 26,485 4,231 20,550 5,001 24,290Total Shareholders Equity 5,483 26,631 4,261 20,696 5,031 24,436EPS (JYP/ RS) 1,572,246 7,636,399 1,489,104 7,232,578 1,772,195 8,607,551Book Value per share (JYP/ RS) 183 888 142 690 168 815

26

4.31 Future plans with regard to the Target Company:

� The Acquirer and PAC do not have any plans to dispose off or otherwise encumber any assets of the TargetCompany in the next 2 (two) years, except in the ordinary course of business of the Target Company and exceptto the extent required for the purpose of restructuring and/or rationalization of assets, investments, liabilities orotherwise of the Target Company. Prior to the Public Announcement, the Target Company has already hived offits passive tower infrastructure into a separate undertaking to its wholly owned subsidiary. The Target Companymay undertake further restructuring of wholly subsidiary including stake sale to a strategic partner, merger ordisposal of the same.

� It will be the responsibility of the Board of Directors of the Target Company to make appropriate decisions inthese matters in accordance with the requirements of the business. Such approvals and decisions will be governedby the provisions of the relevant regulations or any other applicable laws or legislation at the relevant time.Further, the Acquirer and PAC undertake that they shall not sell, dispose of or otherwise encumber any substantialasset of the Target Company except with the prior approval of the shareholders of the Target Company.

5. BACKGROUND OF PAC - TATA SONS LIMITED ("PAC" / "TSL")

5.1 TSL was incorporated as a private limited company under the (Indian) Companies Act, 1913 on November 8, 1917 atMumbai and currently its registered office and corporate office is located at Bombay House, 24 Homi Mody Street, Fort,Mumbai 400 001, Maharashtra, India. Tel: +91-22-6665-8282, Fax: +91-22-6665-8080, Email: [email protected]. TSLhad become a deemed public company with effect from May 1, 1975.

5.2 TSL is the principal investment holding company of the Tata Companies and it has a significant shareholding in theshare capital of major operating companies that it has promoted. TSL is the owner of the Tata name and the Tatatrademark, which are registered in India and several other countries.

5.3 TSL has two operating divisions:

� Tata Financial Services ("TFS"): This division provides financial advisory services related to corporate financeand restructuring, project finance and treasury and portfolio management of operating and investment companies.

� Tata Quality Management Services ("TQMS"): This division is involved in creating awareness and impartingtraining in the Tata Business Excellence Model (TBEM) amongst Tata Companies. This is done to assist TataCompanies to achieve well-defined levels of business excellence using the TBEM framework. The frameworkencompasses four approaches - Assurance, Assessment, Assistance and Award (the JRD QV Award)

5.4 The shares of TSL are not listed on any exchange.

5.5 The authorized share capital of TSL is Rs. 433,500 lacs comprising of 600,000 ordinary shares of Rs. 1,000 each and42,750,000 cumulative redeemable preference shares of Rs. 1,000 each. The issued share capital is Rs. 424,041 lacscomprising of 404,146 ordinary shares of Rs. 1,000 each; 2,500,000 7% cumulative redeemable preference shares ofRs. 1,000 each; 39,000,000 8.25% cumulative redeemable preference shares of Rs. 1,000 each and 500,000 7.5%cumulative redeemable preference shares of Rs. 1,000 each. The subscribed and paid up capital is Rs. 3,41,291 lacscomprising of 404,146 ordinary shares of Rs. 1,000 each; 2,205,000 7% cumulative redeemable preference shares ofRs. 1,000 each; 31,390,000 8.25% cumulative redeemable preference shares of Rs. 1,000 each and 130,000 7.5%cumulative redeemable preference shares of Rs. 1,000 each.

5.6 As on the date of Public Announcement about 66% of the equity share capital of TSL was held by philanthropic trustsendowed by members of the Tata family. The biggest two of these trusts are Sir Dorabji Tata Trust and Sir Ratan TataTrust, which were created by the families of the sons of Sir Jamsetji Tata. The shareholding pattern of TSL is as under:

Name of the Shareholder Number of Shares held % of Shareholding

Public Charitable Trusts 266,283 65.89Companies registered in India 126,257 31.24Individuals 11,606 2.87

Total 404,146 100.00

27

5.7 TSL directly holds 393,065,478 fully paid up equity shares in the Target Company as on the date of this PublicAnnouncement constituting 20.72% of the current paid up equity share capital of the Target Company. The shares ofthe Target Company were acquired by TSL at different points in time since inception as per the table given below:

DATE OF PRICE OF NUMBER OF CUMULATIVE CUMULATIVE MODE SELLING COMPLIANCEACQUISITION ACQUISITION SHARES NUMBER OF SHAREHOLDING SHAREHOLDER

SHARES (%)*

06.12.2002 Rs.7.11 11,94,99,639 11,94,99,639 8.50 Open Participants of CompliedOffer Open Offer

12.01.2007 Rs.17.00 2,27,04,931 14,22,04,570 Rights CompliedIssue

12.01.2007 Rs.17.00 19,58,60,908 33,80,65,478 18.68 Unsub-scribed Compliedportionof Rights

5th & 7th Rs.45.00 5,50,00,000 39,30,65,478 20.72 Purchase Inter-se CompliedMarch,2008 of Shares transfer

from TataPower Co. Ltd.

TOTAL 39,30,65,478 39,30,65,478 20.72

* Cumulative shareholding percentage calculated as on the date of the acquisition.

5.8 TSL has complied with the reporting requirements under Chapter II of the SEBI (SAST) Regulations as under:

Sl. Regulation/ Due Date for Actual date Delay, if any RemarksNo. Sub-regulation compliance as of compliance (in no. of days)

mentioned in Col. 4- Col. 3the regulation

1 2 3 4 5 6

1 6(1) 20.04.1998 - - -

2 6(3) 20.04.1998 - - -

3 8(1) 21.04.1999 - - -

4 8(2) 21.04.1999 - - -

5 8(1) 21.04.2000 - - -

6 8(2) 21.04.2000 - - -

7 8(1) 21.04.2001 - - -

8 8(2) 21.04.2001 - - -

9 8(1) 21.04.2002 - - -

10 8(2) 21.04.2002 - - -

11 8(1) 21.04.2003 17.4.2003 - -

12 8(2) 21.04.2003 17.4.2003 - -

13 8(1) 21.04.2004 15.4.2004 - -

14 8(2) 21.04.2004 15.4.2004 - -

15 8(1) 21.04.2005 13.4.2005 - -

16 8(2) 21.04.2005 13.4.2005 - -

17 8(1) 21.04.2006 19.4.2006 - -

18 8(2) 21.04.2006 19.4.2006 - -

19 8(1) 21.04.2007 18.4.2007 - -

20 8(2) 21.04.2007 18.4.2007 - -

21 8(1) 21.04.2008 17.4.2008 - -

22 8(2) 21.04.2008 17.4.2008 - -

24 7(1) & (2) 09.12.2002 9.12.2002 -

25 7(1A)&(2) 20.01.2007 19.01.200707.03.2008 07.03.2008

28

5.9 As on date of this Letter of Offer the details of directors of TSL along with their addresses are as under:


Mr R N Tata,Chairman21-08-1974

B.Sc., Arch.Struc.Engg. from CornellUniversity, N.Y.

Mr. Tata is also Chairman of theBoard of Directors of TataIndustries Ltd and several majoroperating Tata companies e.g.Tata Steel Limited, Tata MotorsLimited, The Tata Power CompanyLimited, Tata Chemicals Limited,The Indian Hotels CompanyLimited, Tata Tea Limited, TataConsultancy Services Ltd, TataTeleservices Ltd, TataTeleservices (Maharashtra) Ltdand Tata Autocomp Systems Ltdand Jaguar LandRover Ltd., UK.Earlier, he was ExecutiveChairman of Tata Motors Limitedand Tata Sons Limited.

202A, Bakhtavar,Lower Colaba Road,Mumbai 400 005.

Mr N A Soonawala,Vice Chairman01-02-1989

B.Com. (Hons.),A.C.A. Mr. Soonawala is Chairman ofTata Investment CorporationLimited and non-executive Directoron the Boards of other companiese.g. Tata Industries Limited, TataMotors Limited, Indian HotelsCompany Limited, Trent Limited.Earlier, he served Tata SonsLimited as Finance Director.

29, Hampton Court,7th floor,Opp. Colaba P.O.,Mumbai 400 005.

Mr F K Kavarana,Director01-02-1989

B.Com, F.C.A. (England& Wales), M.B.A.(Wharton)

Mr. Kavarana is Chairman of TataAIG Life Insurance CompanyLimited, Tata AIG GeneralInsurance Company Limited, TrentLtd, Tata Asset ManagementCompany Limited, Tata ProjectsLimited and Tata Tea Inc. He isalso a Director on the Boards ofother Tata companies e.g. TataIndustries Limited, Tata TeaLimited, Titan Industries Limited,Tata International AG and severalTata companies incorporatedoverseas.

CCI Chambers,5

th floor,

Dinshaw Vachha Road,Mumbai 400020

Mr Syamal Gupta,Director12-05-1995

Graduate in A.M.P.,Harvard

Mr. Gupta is Chairman of TataInternational Limited, Tata ElxsiLimited, and TCE ConsultingEngineers Limited besides being aDirector on the Boards of , TataAIG Life Insurance CompanyLimited, Tata AIG GeneralInsurance Co Limited, Tata BPSolar India Limited, Tata AdvancedMaterials Limited and several Tatacompanies incorporated overseas.

19, Commonwealth,Madame Cama Road,Nariman Point,Mumbai 400021.

Dr J J Irani,Director19-06-1997

B.Sc.; M.Sc.; M.Met, &Ph.D., UK

Dr. Irani is the Chairman of TataRefractories Limited, TRF Limited,and Kansai Nerolac Paints Limitedbesides being a Director on theBoards of , Tata Steel Limited, TataMotors Limited, Tata TeleservicesLimited, Tata Incorporated (N.Y.),HDFC Ltd. and BOC India Limited.He served Tata Steel Limited forover three decades before retiringas its Managing Director.

Flat No.221, ‘A’ Wing,NCP Apartments,Nariman Point,Mumbai 400 021.

29


Mr R Gopalakrishnan,Executive Director24-11-1998

B.Sc.(Physics); M.Tech. Mr. Gopalakrishnan is Chairman ofRallis India Limited, Tata AutoCompSystems Limited, AdvinusTherapeutics Private Limited andVice Chairman of Tata ChemicalsLimited besides being a Director onthe Boards of Tata Motors Limited,The Tata Power Company limited,Tata Teleservices Limited, TataTechnologies Limited, ICI IndiaLimited, and Castrol India Limited.Prior to joining Tata Sons, he wasVice Chairman of Hindustan LeverLimited.

Flat 101, Baug-E-Abbas,21-A, Cuffe Parade,Mumbai 400 005.

Mr Ishaat Hussain,Finance Director24-11-1998

B. Com, F.C.A.(Eng. & Wales)

Mr. Hussain is Chairman of VoltasLimited and Tata Sky Limitedbesides being a Director on theBoards of Tata Industries Limited,Tata Steel Limited, CMC Limited,Tata Teleservices Limited, TitanIndustries Limited, Tata AIG LifeInsurance Company Limited TataAIG General Insurance CompanyLimited, Tata Capital Limited, TataSteel UK Ltd. and TataIncorporated (N.Y.). Prior to joiningTata Sons, he was Senior VicePresident, Finance & ExecutiveDirector of Tata Steel Limited

Flat No.222, ‘A’ Wing,NCPA Apartments,Nariman Point, Mumbai400 021.

Mr. R K Krishna Kumar,Director 22-01-2002

B.A. History & PoliticalScience, Masters inPolitics & Public, Admn.

Mr. Krishna Kumar is Chairman ofEwart Investments Limited, TataHousing Development CompanyLimited, Tata Coffee Limited, TheTetley Group Limited (UK), InfinityRetail Limited, Tata Realty andInfrastructure Limited and ViceChairman of Tata Tea Limited andThe Indian Hotels CompanyLimited besides being a Director onthe Boards of Tata IndustriesLimited, Tata International Limited,and other group hotel companiesincluding some companiesincorporated overseas. He servedTata Tea Limited for many yearsreaching the position of ManagingDirector and later joined The IndianHotels Company Limited asManaging Director, which positionhe held until mid July 2003

Flat No.213, ‘B’ Wing,NCPA Apartments,Nariman Point, Mumbai400 021.

Mr A R Gandhi,Director18-08-2003

B.Com, F.C.A, F.C.A(England & Wales)

Mr Gandhi joined Tata SonsLimited as an Executive Directoron 18th August, 2003. Presently,he is a non-executive director witheffect from 18th August 2008.Earlier he was a Senior Partner ofM/s. N.M. Raiji & Co., CharteredAccountants for many years. He isa Director of Tata AssetManagement Limited, TataTeleservices (Maharashtra)Limited, Tata CommunicationsLimited,Tata Business SupportServices Ltd., Wireless TT InfoServices Limited, Tata TeaLimited, Tata Tea (GB) Limited,Tata Tea Inc, and Tata Steel UKLtd.

Akruti Astha, 9th floor, 23G, Dongarsi Road, Mumbai400 006.

30

Mr Alan Rosling,Executive Director15-01-2004

M.A. Univ. ofCambridge, M.B.A.Harvard University

Mr. Alan Rosling is responsible forthe initiatives of Tata companiesto internationalise operations. Heis also a Director of TataAutoComp Systems Ltd and TataInternational Ltd. Before joiningTatas, Mr Rosling was Chairmanof the Jardine Matheson Group inIndia. Mr Rosling is currently theChairman of the British BusinessGroup, Mumbai and the Chairmanof the City of London AdvisoryBoard for India.

9, Hill Park, Malabar Hill,Mumbai 400 006.

Mr Cyrus P Mistry,Director 10-08-2006

M.Sc. in Mgmt LondonBusiness School B.E.(Civil) Imperial CollegeLondon.

Mr Mistry is a Director in variouscompanies including Tata ElxsiLtd. and the Shapoorji PallonjiGroup of Companies

Sterling Bay,103 Walkeshwar Road,Mumbai 400 006.


5.10 None of the directors of TSL have acquired any shares of the Target Company over the last 12 months from the date ofthe Public Announcement. None of the directors/representatives of TSL are on the Board of Directors of the TargetCompany except:

� Mr. R N Tata

� Mr A R Gandhi

The above persons have recused themselves and have not participated and shall recuse and shall not participate inany matter(s) concerning or 'relating' to the Offer including any preparatory steps leading to the Offer.

5.11 There are no other agreements between the Acquirer and PAC in relation to the Offer / acquisition of the shares exceptas disclosed in this Letter of Offer

5.12 Brief financials of TSL are presented below. (Source: Audited Accounts for 2007-08 and 2006-07, Financials as ofSeptember 30, 2008 are for the six month period and are as per the review report issued by the statutory auditors ofTSL) The latest financials are less than six months old as at the date of the Public Announcement:


ALL FIGURES IN RS LACS Mar 06 Mar 07 Mar 08 Sep 08(6 months)##

Dividend Income and Profit on Sale of Investments 169,634 362,459 417,182 215,202

Income from Services 15,390 21,253 28,865 10,641

Other Income 1,733 1,539 1,620 526

Total Income 186,757 385,251 447,667 226,369

Total Expenditure 14,633 16,929 21,944 13,514

Profit Before Depreciation, Interest & Tax 172,124 368,322 425,723 212,855

Depreciation 328 293 341 174

Interest (net) 6,432 5,400 13,190 19,491

Profit Before Tax 165,364 362,629 412,192 193,190

Provision for Tax 4,133 29,035 34,212 13,108

Profit After Tax 161,231 333,594 377,980 180,082

31

Balance Sheet for the year ended March 31st

ALL FIGURES IN RS LACS Mar 06 Mar 07 Mar 08 Sep 08(6 months)##

Sources of funds

Paid up share capital 4,041 4,041 4,041 4,041Preference Share Capital 6,610 19,798 274,700 286,750Reserves and Surplus 923,685 1,212,313 1,552,423 1,732,505Net worth # 927,726 1,216,354 1,556,464 1,736,546Secured loans 87,550 238,200 344,000 554,000Unsecured loans 144,098 173,708 534,159 492,602Deferred tax liability 269 214 26 -

Total 1,166,253 1,648,274 2,709,349 3,069,898

Uses of fundsNet fixed assets 3,428 3,432 3,276 3,399Investments 1,184,087 1,445,150 2,356,304 2,517,472Deferred Tax Assets - - - 6Net current assets (21,262) 199,692 349,769 549,021

Total 1,166,253 1,648,274 2,709,349 3,069,898

Other Financial Data

Mar 06 Mar 07 Mar 08 Sep 08(6 months)##

Dividend % *** 650% 700% 700% -

Earnings per Share - Basic 39,782 82,322 91,155 41,703^

Return On Net Worth %* 17.4% 27.4% 24.3% 10.4%^

Book Value Per share (Rs.)** 229,552 300,969 385,124 429,683

# Computed as a sum of Ordinary Equity Share Capital and Reserves

##Based on the statutory auditors' review report for the six months ended September 30, 2008

*Return has been calculated as Net Income / Net Worth,

** Book Value per share has been calculated as Net Worth / No of basic shares,

*** Dividend % - Dividend per share upon Face value per share

^ Non Annualized figures (for the six months ended September 30, 2008)

5.13 As on March 31, 2008 TSL had the following contingencies and commitments:

� The company has given guarantees to banks, financial institutions and others in respect of credit facilitiesallowed to other companies of the maximum amount of Rs. 75,366 lacs (2006/07 - Rs. 191,916 lacs). Theamounts outstanding against the above guarantees as on 31st March 2008 were Rs. 74,901 lacs (2006/07- Rs.183,845 lacs).

� The company has provided guarantees for performance to lenders in relation to loans extended by them tocertain subsidiaries. The maximum exposure of the company in the event of the projected stipulations not beingmet has been estimated at Rs. 65,000 lacs (2006/07 - Rs. 65,000 lacs).

� Sales Tax matters under appeal Rs. 439 lacs (2006/07 - Rs. 439 lacs).

� Income Tax matters under appeal Rs. 21,665 lacs (2006/07 - Rs. Nil).

� TSL has given an undertaking to a financial institution to maintain at least 51% of shareholding in a joint venture,Tata Sky Ltd, so long as any amount is outstanding under certain facilities granted by the said financial institutionto Tata Sky Ltd.

� The company has pledged shares of the book value of Rs. 330,748 lacs (2006/07 - Rs. 273,542 lacs) held insubsidiaries of the company as security for the assistance availed by the companies from certain banks. Thedetails of number of share pledged are (i) TTSL - 258,84,30,264 shares having a book value of Rs. 3,04,658 lacsand (ii) TTML - 14,56,69,337 shares having a book value of Rs. 26,090 lacs.

32

5.14 Reasons for Rise /Fall in Total Income/PAT(Source: Annual Report 2008 and 2007):

� 2008 vs. 2007: Income earned from dividends and profit on sale of investments during the year ending March 312008 increased to Rs. 417,182 lacs (Previous Year: Rs. 362,459 lacs). TSL posted Profit after Tax of Rs.377,980lacs over the previous year PAT of Rs.333,594 lacs. The increase is mainly due to increase in dividend incomeand increase in profit made on sale of investments.

� 2007 vs. 2006: Income earned from dividends and profit on sale of investments during the year ending March 312007 increased to Rs. 362,459 lacs (Previous Year: Rs. 169,634 lacs). TSL posted Profit after Tax of Rs.333,594lacs over the previous year PAT of Rs.161,231 lacs. The increase is due to higher dividend income supplementedby the profit made on sale of investments.

5.15 Significant accounting policies of TSL are as below (Source: TSL Annual Report 2008)

� Basis of Preparation: The financial statements are prepared under the historical cost convention on an accrualbasis and comply in all material respects with the mandatory Accounting Standards notified by the CentralGovernment of India under Companies (Accounting Standard) Rules, 2006 and the relevant provisions of theCompanies Act, 1956.

� Fixed Assets: a) Tangible Assets - Fixed assets are stated at cost less accumulated depreciation. b) IntangibleAssets- Computer software is recognised as intangible assets and stated at cost, less accumulated amortisation.

� Depreciation / Amortisation: a.) Depreciation on fixed assets other than intangible assets is provided on thewritten down value method at rates prescribed in Schedule XIV to the Companies Act, 1956, except for Furnitureand Fittings which are depreciated at 100% in the year of addition; b.) Intangible assets comprising of softwareare amortised on straight line basis over the estimated useful life of the software commencing from the year inwhich such software is first utilised. The estimated useful life is 5 years; and c.) Assets individually costing lessthan Rs. 5000 are fully depreciated in the year of acquisition.

� Investments: Long term investments in shares, debentures and bonds are shown at cost or book value whicheveris lower, except where there is a diminution in value other than temporary, for which provision is made. CurrentInvestments are stated at the lower of cost or fair value. Profits / losses on sale of investments are taken to theProfit and Loss Account.

� Revenue Recognition: Income is recognised on an accrual basis. Revenue from consultancy services isrecognised on the proportionate completion method based on management's estimates of the stage of completion.Dividend income is recognised when the right to receive dividend is established.

� Employee Benefits: Short term employee benefits are recognised as an expense at the undiscounted amountin the profit and loss account of the period in which the related service is rendered. Contributions under DefinedContribution Plans are recognised in the Profit and Loss Account in the period in which the employee hasrendered the service. Company's liability towards Defined Benefit Plan/Long Term Compensated Absences/Long Service Award/ Retirement Benefits are determined by independent actuaries, using the projected unitcredit method. Actuarial gains and losses are recognised immediately in the statement of Profit and Loss Accountas income or expense.

� Foreign Exchange Transactions: Transactions in foreign currencies are recorded at prevailing exchange rateson the date of the transaction and resultant conversion profits / losses are recognised as revenue. Monetaryitems in foreign currency are translated at the year-end rates of exchange and the exchange difference arisingthereon is recognised in the Profit and Loss Account. In respect of items covered by forward contracts, thepremium or discount arising at the inception of such a forward contract is amortised as expense or income overthe life of the contract.

� Taxes: Taxes on Income represent taxes payable in India in accordance with the provisions of the Income TaxAct, 1961 and are provided for after considering the tax effect of timing differences, which arise during the yearand reverse in subsequent periods. Provision for Fringe Benefit tax is provided in accordance with the IncomeTax Act, 1961.

5.16 TSL has promoted several companies in and outside India. The major operating subsidiary companies of TSL are listedbelow:

NAME OF COMPANY1. Tata Consultancy Services Ltd,2. TCE Consulting Engineers Ltd.3. Tata Housing Development Company Ltd.4. Tata International AG,5. Panatone Finvest Ltd,6. Tata Business Support Services Ltd7. Tata Ltd.8. Infiniti Retail Limited

33

NAME OF COMPANY

9. Computational Research Laboratories Ltd.,10. Tata Asset Management Ltd.,11. Tata Capital Ltd.12. Ewart Investments Ltd.,13. Tata Petrodyne Ltd.,14. Tata Teleservices Ltd.,15. Tata AIG General Insurance Company Ltd.,16. Tata AIG Life Insurance Company Ltd.,17. Tata Realty and Infrastructure Limited,18. Tata Teleservices (Maharashtra) Ltd.,19. Tata Sky Ltd.20. Ewart Investment Private Ltd21. Tata Investment Corporation Ltd.

5.17 Details of the top five companies promoted by TSL are given as under:

NAME OF % SHARE DATE OF REGISTERED NATURE OFCOMPANY HOLDING INCORP. OFFICE BUSINESS

Tata Steel Ltd 27.90% 26-Aug-07 Bombay House, Manufacturer of a diversified portfolio of24 Homi Mody Street, steel productsFort, Mumbai - 400001

Tata 75.01% 19-Jan-95 9th floor, Nirmal Building, Consultancy ServicesConsultancy Nariman Point,Services Ltd Mumbai - 400021

Tata Motors 21.92% 1-Sep-45 Bombay House, Engaged in the manufacture of automobilesLtd. 24 Homi Mody Street, in various categories such as heavy, medium,

Fort, Mumbai - 400001 light commercial vehicles, passenger cars etc.

Tata Power 30.25% 18-Sep-19 Bombay House, Company engaged in generation, transmissionCompany Ltd 24 Homi Mody Street, and distribution of electrical energy

Fort, Mumbai - 400001

Tata 8.51% 19-Mar-86 Videsh Sanchar Bhavan, Service provider, public, internationalCommunications Mahatma Gandhi Road, telecommunication servicesLtd Mumbai 400 001

Tata Steel Ltd (Rs in Lacs) Mar-06 Mar-07 Mar-08Total Income 1,547,026 1,798,569 2,002,828PAT 350,638 422,215 468,703Total Equity Capital 55,367 58,067 73,078Total Reserves 894,836 1,316,589 2,094,232Networth 950,203 1,374,656 2,167,310EPS (Rs.) 63.35 65.28 67.17Book value per share (Rs.) 171.68 214.80 379.00

Tata Consultancy Services Ltd (Rs in Lacs) Mar-06 Mar-07 Mar-08

Total Income 1,128,281 1,515,652 1,897,967PAT 271,687 375,729 450,876Total Equity Capital 4,893 9,786 9,786Total Reserves 556,040 796,113 1,080,695Networth 560,933 805,899 1,090,481EPS (Rs.) 55.53 38.89 46.07Book value per share (Rs.) 114.64 82.35 55.62

34

Tata Motors Ltd (Rs in Lacs) Mar-06 Mar-07 Mar-08

Total Income 2,429,052 3,206,467 3,357,711PAT 152,888 191,346 202,892Total Equity Capital 38,287 38,541 38,554Total Reserves 515,420 648,434 745,396Networth 553,707 686,975 783,950EPS (Rs.) 40.57 49.76 52.64Book value per share (Rs.) 144.62 178.25 203.36

Tata Power Company Ltd (Rs in Lacs) Mar-06 Mar-07 Mar-08

Total Income 485,977 505,931 638,175PAT 61,054 69,680 86,990Total Equity Capital 19,792 19,792 22,072Total Reserves 478,230 525,942 723,751Networth 498,022 545,734 745,823EPS (Rs.) 29.03 34.02 38.64Book value per share (Rs.) 203 226 288

Tata Communications Ltd (Rs in Lacs) Mar-06 Mar-07 Mar-08

Total Income 400,972 425,401 346,533PAT 47,954 46,856 30,447Total Equity Capital 28,500 28,500 28,500Total Reserves 577,617 607,450 626,236Networth 606,117 635,950 654,736EPS (Rs.) 16.80 16.40 10.68Book value per share (Rs.) 212.60 223.10 219.73

6. DISCLOSURE IN TERMS OF REGULATION 21(2)

As per Clause 40A of the listing agreement with the BSE and NSE ("Listing Agreement"), the Target Company is required tomaintain at least 10% public shareholding on a continuous basis. In the current transaction, post the Offer, the public shareholdingwill not go below 10% and hence the same will meet the requirements under Clause 40A of the listing agreements with BSEand NSE. In other words, all requirements under Clause 40A of Listing Agreement and all other applicable rules and regulationswould be complied with respect to listing requirements.

7. BACKGROUND OF THE TARGET COMPANY - TATA TELESERVICES (MAHARASHTRA) LIMITED ("TARGETCOMPANY"/ "TTML")

7.1 The Target Company was incorporated in 1995 as Hughes Ispat Limited later renamed as Hughes Tele.com IndiaLimited. Consequent upon acquisition of Hughes Tele.com India Limited by TTSL and other Tata Companies in 2002the name of the Target Company was changed to Tata Teleservices (Maharashtra) Limited. TTML providestelecommunication services in the service areas of Mumbai and Maharashtra state (including Goa). TTML commencedCDMA wireless operations in the year 2003 and its subscriber base crossed 1 million mark in 2005. As at end ofSeptember 2008, TTML had a total subscriber base in excess of 6 million comprising of mobile, wireline and dataservice customers.

7.2 The registered office of TTML is located at Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai - 400 033, India.The corporate office of TTML is located at D-26, TTC Industrial Area, MIDC Sanpada, P.O. Turbhe, Navi Mumbai -400703. Tel: +91-22-6661 5445 Fax:+ 91-22-6660 5516/17/ 6791 7777, Email: [email protected]

7.3 Key events in TTML history since incorporation are highlighted in the following table -

YEAR EVENT

1995 The company was incorporated on March 13, 1995 as a Public Limited Company under the provisions ofthe Companies Act, 1956 as Hughes Ispat Limited.

1997 The company acquired a basic license for the Maharashtra Circle (which included, the State of Goa and theMumbai Metropolitan service area) in September 1997.

35

YEAR EVENT

1998 Commenced wire-line and TDMA based fixed wireless operations in October 1998

2000 The name of the company was changed to Hughes Tele.com (India) Limited with effect from April 26,2000

2002 On December 6, 2002, the existing promoters together with certain other Tata companies assumedmanagement control of the company

2003 1. With effect from February 13, 2003, the name of the company was changed to Tata Teleservices(Maharashtra) Limited

2. In July 2003, the company introduced wireless services using CDMA technology, which providedfixed as well as limited mobility services to the subscribers within an SDCA, a smaller defined areawithin a circle.

3. In November 2003 the Company converted the Basic License for the Maharashtra Circle into twoUASL, one for the Maharashtra Circle (which includes the State of Goa) and the other for theMumbai Metropolitan Circle and commenced mobile services using CDMA technology

2005 Total Subscriber base crossed 1 million mark

2007 With effect from September 15, 2007 Registered Office of the company is Voltas Premises, T B KadamMarg, Chinchpokli, Mumbai - 400 033.

2008 Entered into a Business Transfer Agreement on September 30, 2008 with its wholly owned subsidiary21st Century Infra Tele Limited for transfer of its Passive Tower Infrastructure Business

7.4 TTML is promoted by the Tata Companies and TSL holds 393,065,478 fully paid up equity shares in TTML comprising20.72% of its issued and paid up equity share capital.

7.5 Share Capital structure of the Target Company as on the date of Public Announcement is as follows:

NO. OF SHARES/ VOTING RIGHTSFACE VALUE (RS 10/- EACH) % OF SHARES

Authorized Share Capital 2,500,000,000 equity shares of Rs 10 -

Issued and paid up equity shares 1,897,190,504 equity shares of Rs 10 each 100%

Total Voting rights in TTML 1,897,190,504 equity shares of Rs 10 each 100%

7.6 As on the date of this Letter of Offer there are no outstanding partly paid up equity shares or any other instrumentsconvertible into equity shares at a future date, in the books of the Target Company except the following:

� There are 13,241 Foreign Currency Convertible Bonds ("FCCBs") of USD 1,000 each outstanding, aggregatingto USD 13,241,000 and optionally convertible before the maturity date June 2, 2009. If all the outstanding FCCBholders exercise their right of conversion, 2,40,11,139 equity shares would be issued to FCCB holders.

� There are 7,950 ESOP's outstanding.

7.7 Fully diluted capital for the Target Company ("Emerging Voting Capital") as on the date of the Public Announcement,is calculated as below:

Particulars No. of equity shares

Issued and paid up equity shares outstanding as on the date of PA (A) 1,897,190,504

Add: Equity shares underlying possible conversion of FCCBs (B) 24,011,139

Add: Total outstanding ESOPs as on date of the PA for which equityshares may be issued (C) 7,950

Emerging Voting Capital (A + B + C) 1,921,209,593

36

7.8 Capital structure of TTML since inception and the disclosure status of compliance with applicable provisions of theSEBI (SAST) Regulations and other statutory requirements as applicable:

Date of No. of % of Cumulative Mode of Identity of Status ofAllotment Shares Share Paid up Allotment Allottees Compliance

Allotted Issued Capital (Promoter/INR Lacs Ex-Promoter/

Others)

13-Mar-95 70 100% 0.00 PRE-IPO Promoters - Not ApplicableSubscribers tothe MoA

31-Mar-99 666,660,000 100% 66,666 PRE-IPO Promoters Not Applicable25-Sep-00 738,666,591 52.56% 140,533 IPO Promoters & Not Applicable

Others27-Feb-04 1,653,455 0.12% 140,698 Conversion of ESOP Others Not Applicable20-Oct-04 440,869 0.03% 140,742 Conversion of ESOP Others Not Applicable13-Jan-05 11,237,720 0.79% 141,866 Conversion of FCCB Others Not Applicable4-Feb-05 22,107,138 1.53% 144,077 Conversion of FCCB Others Not Applicable18-Feb-05 16,591,474 1.14% 145,736 Conversion of FCCB Others Not Applicable11-Mar-05 7,551,122 0.52% 146,491 Conversion of FCCB Others Not Applicable18-Mar-05 26,065,963 1.75% 149,097 Conversion of FCCB Others Not Applicable29-Apr-05 3,736,417 0.25% 149,471 Conversion of FCCB Others Not Applicable17-Jun-05 1,779,246 0.12% 149,649 Conversion of FCCB Others Not Applicable22-Jul-05 2,152,886 0.14% 149,864 Conversion of FCCB Others Not Applicable19-Aug-05 2,152,887 0.14% 150,080 Conversion of FCCB Others Not Applicable9-Sep-05 2,277,435 0.15% 150,307 Conversion of FCCB Others Not Applicable14-Oct-05 16,546,994 1.09% 151,962 Conversion of FCCB Others Not Applicable27-Oct-05 291,432 0.02% 151,991 Conversion of ESOP Others Not Applicable6-Jan-06 622,736 0.04% 152,053 Conversion of FCCB Others Not Applicable25-Jan-06 51,049 0.00% 152,059 Conversion of ESOP Others Not Applicable12-Jan-07 288,911,242 15.97% 180,950 Rights Issue Promoters & Complied

Others20-Jul-07 1,813,393 0.10% 181,131 Conversion of FCCB Others Not Applicable21-Sep-07 32,006,385 1.74% 184,332 Conversion of FCCB Others Not Applicable28-Sep-07 15,158,152 0.82% 185,847 Conversion of FCCB Others Not Applicable12-Oct-07 8,704,283 0.47% 186,718 Conversion of FCCB Others Not Applicable26-Oct-07 4,261,473 0.23% 187,144 Conversion of FCCB Others Not Applicable9-Nov-07 8,522,945 0.45% 187,996 Conversion of FCCB Others Not Applicable14-Dec-07 11,061,697 0.58% 189,103 Conversion of FCCB Others Not Applicable28-Dec-07 2,221,406 0.12% 189,325 Conversion of FCCB Others Not Applicable11-Jan-08 27,200 0.00% 189,327 Conversion of FCCB Others Not Applicable15-Feb-08 18,050 0.00% 189,329 Conversion of ESOP Others Not Applicable21-Mar-08 272,008 0.01% 189,356 Conversion of FCCB Others Not Applicable11-Apr-08 3,626,786 0.19% 189,719 Conversion of FCCB Others Not Applicable

As per the confirmation provided by TTML, the promoters and all major shareholders of TTML have complied with theprovisions of Chapter II of SEBI(SAST) Regulations

7.9 The shares of TTML are listed on BSE and NSE. As per the confirmation provided by TTML, all the issued equity sharesof TTML are listed.

7.10 TTML has complied with applicable provisions of the Chapter II of the SEBI (SAST) Regulations. :

7.11 TTML is in compliance with the listing agreement as on the date of the Public Announcement and no penal/punitiveaction has been initiated against TTML by the stock exchanges where its shares are listed.

37

NAME OFTHE

DIRECTOR

DESIGNATION&

APPOINTMENTDATE

QUALIFICATION EXPERIENCE RESIDENTIALADDRESS

Mr. Ratan N.Tata

Chairman,18-Oct-05

B.Sc., Arch. Struc.Engg. from CornellUniversity, N.Y.

Mr. Tata is also Chairman of theBoard of Directors of Tata SonsLimited, Tata Industries Ltd andseveral major operating Tatacompanies e.g. Tata Steel Limited,Tata Motors Limited, The Tata PowerCompany Limited, Tata ChemicalsLimited, The Indian Hotels CompanyLimited, Tata Tea Limited, TataConsultancy Services Ltd, TataTeleservices Ltd, Tata Teleservices(Maharashtra) Ltd, Tata AutocompSystems Ltd and Jaguar LandRoverLtd., UK Earlier, he was ExecutiveChairman of Tata Motors Limitedand Tata Sons Limited.

202A, Bakhtavar,Lower Colaba Road,Mumbai 400 005

Mr. S.Ramadorai

Director,10-Aug-06

B.Com, F.C.A., F.C.A.(England & Wales)

S Ramadorai, CEO & MD of TataConsultancy Services (TCS), hasbeen associated with the company forthe past 30 years. Mr. Ramadoraijoined TCS as a trainee engineer andtook over as CEO in 1996

103/104, SagarDarshan, WorliSeaface, Mumbai 400025

Mr. Arunkumar R.Gandhi

Director10-Aug-06

Fellow member ofInstitute of CharteredAccountants of England& Wales, and that ofIndia. AssociateMember of CharteredInstitute of Taxation,London

Mr. Gandhi joined Tata Sons Limitedas an Executive Director on 18thAugust, 2003. Presently, he is a non-executive director with effect from18th August, 2008. Earlier he was aSenior Partner of M/s. N.M. Raiji &Co., Chartered Accountants for manyyears. He is a Director of Tata AssetManagement Limited, TataCommunications Limited, TataBusiness Support Services Limited,Wireless TT Info Services Limited,Tata Tea Limited, Tata Tea (GB)Limited, Tata Tea Inc. and Tata SteelUK Ltd.

Akruti Astha, 23, G.Doongarsey Road,Walkeshwar, Mumbai- 400 006

7.12 The Board of Directors of TTML as on the date of this Letter of Offer are as follows:

Mr. N. S.Rama-chandran

IndependentDirector,6-Dec-02

Mr. N. S. Ramachandran belongs tothe Indian TelecommunicationService. He was the Ex. Chairmanand Managing Director of theMahanagar Telephone Nigam Ltdduring 1995 and 1997.Prior to that hehas held many responsible positionsin the Government. He has been aspecialist in the field of TelecomNetwork Planning and Operation andwas deeply involved in themodernisation and Digitalisation ofTelecom networks.He has alsoworked with the InternationalTelecommunication Union as aSenior Expert in Rural Network inGeneva, Maldives, Uganda andZimbabwe.When the country set upthe Telecom Regulatory Authority ofIndia (TRAI ) in 1997, he wasappointed as a Member and he heldthat office up to 2000.

B-2015, Krest Park,Kanakapura Road,B a s a v a n g u d i ,Bangalore - 560 004

38

NAME OFTHE

DIRECTOR

DESIGNATION&

APPOINTMENTDATE


Prof. AshokJhunjhunwala

IndependentDirector,12-Apr-07

B.Tech degree fromKanpur· MS andPh.D degree from theUniversity of Maine.Professor of the Dept. ofElectrical Engineering ,IIM, Chennai

Prof. Ashok Jhunjhunwala isProfessor of the Department ofElectrical Engineering, IndianInstitute of Technology, Chennai,India and was department Chair tillrecently. Since 1981, he has beenteaching at IIT, Madras.Prof.Jhunjhunwala leads theTelecommunications and ComputerNetworks group (TeNeT) at IITMadras. This group is closely workingwith industry in the development of anumber of Telecommunications andComputer Network Systems. TeNeTgroup has incubated a number oftechnology companies which work inpartnership with TeNeT group todevelop world class Telecom andBanking products for RuralMarkets.His Research Interestsinclude Telecommunications andWireless Systems and Technologiesfor Rural Areas.

C2-02-05, III LoopRoad, IIT Campus, IITMadras, Chennai -600036,Tamil Nadu,India

Mr. AnilSardana

Director,12-Mar-08

Mr. Sardana is Managing Director ofTata Teleservices Limited. Prior totaking over the reigns of TTSL, Mr.Sardana was the Executive Director,Tata Power Company.Mr. Sardanabegan his career as an EngineerTrainee at the National Thermal PowerCorporation (NTPC). and undertookvarious responsibilities till he joinedTata Power in 2002 to lead theDistribution Business of the Companyas CEO & later as MD. Hespearheaded the turnaround &change management of the state-owned power retail distributionbusiness. Under his leadership NDPLareas, witnessed significant Financial;Technical, Commercial improvementsand the most significant being therecognitions that came from allquarters on benchmark & newinitiatives in area of consumer care.MrSardana has also received numerouspersonal recognitions, significantamong them being the Best CEOAward in 2006 and 2007 from two keySouth Asian Energy SectorAssociations. He has also madesignificant contributions as Chairmanof CII’s sub-committee on Energy, asChairman of Tata Group’s NorthernRegional Forum and in the area ofCorporate Social Responsibility.

15, Gagan Vihar, NewDelhi - 51

Electrical Engineeringfrom Delhi UniversityPost Graduate in CostAccountancy (ICWAI)Post Graduate Diplomain Management

39

NAME OFTHE

DIRECTOR

DESIGNATION&

APPOINTMENTDATE


Dr. MukundGovindRajan

ManagingDirector,23-Jan-08

Dr. Mukund joined the Tata Groupthrough the Tata AdministrativeService (TAS) in January 1995. Hewas assigned to the office of Mr. RatanTata, Chairman, Tata Sons Limited,in 1996. Effective 23rd January, 2008he joined TTML board as AdditionalDirector and w.e.f. 28th February,2008 has taken over as the ManagingDirector of TTML from Mr. CharlesAntony. Before joining TTML, Dr.Mukund was working as VicePresident, Tata Sons Limited,supporting Mr. Tata as a member ofhis office.

House No 2B, ManekBuilding, Malabar Hill,Mumbai- 400 006

B. Tech from IIT, DelhiMasters & Doctorate inInternational Relationsfrom Oxford University

Mr. Nadir B.Godrej

IndependentDirector,12-Mar-08

B. S. (ChemicalEngineering) from theMassachusetts Instituteof Technology, USAM.S. (Chemical Engi-neering) from StanfordUniversity, USAMBAfrom Harvard BusinessSchool

Mr. Nadir Godrej is the ManagingDirector of Godrej Industries Ltd. Mr.Godrej is on the Advisory Committeesof the Indian Chemical Manufacturers’Assn. At present he is the Presidentof the Alliance Francaise de Bombay,and a Trustee of the Foundation ofMedical Research, Mumbai.

40-D, B G Kher Marg,Malabar Hill, Mumbai- 400 006

7.13 As on the date of this Letter of Offer, there is no director of TTML who represents the Acquirer and no director of TTMLother than the following, represent the PAC:

� Mr. R N Tata

� Mr A R Gandhi

The above persons have recused themselves and have not participated and shall recuse and shall not participate inany matter(s) concerning or 'relating' to the Offer including any preparatory steps leading to the Offer.

7.14 All the accounts of the Target Company as on date of this Letter of Offer are audited accounts. Brief financials of TTMLare presented below: (Source: Audited Accounts for 2007-08 and 2006-07. Figures as of December 31, 2008 are forthe nine-month period ended December 31, 2008; Source: Earnings Press Release, www.tataindicom.com)


ALL FIGURES IN RS LACS Mar 06 Mar 07 Mar 08 Dec 08(9 months)

Operating Income 109,513 140,698 170,719 145,911

Other Income 166 1,744 8,241 7,064

Total Income 109,679 142,442 178,960 1,52,975

Total Expenditure 97,208 112,182 130,405 1,07,537

EBITDA 12,471 30,260 48,555 45,438

Depreciation 47,190 44,623 43,935 33,793

Net Interest Expense 14,577 17,176 17,101 25,195

Profit Before Tax (54,021) (30,991) (12,481) (12,634)

Taxation 85 70 93 80

Net Profit (54,106) (31,061) (12,574) (12,714)

40

Balance Sheet for the year ended March 31st


Sources of Funds

Paid up Share Capital 152,059 180,950 189,356 NA

Reserves & Surplus 21,521 41,387 57,617 NA

Shareholders Funds 173,580 222,337 246,973 NA

Secured Loans 108,012 169,626 209,809 NA

Unsecured Loans 103,173 33,261 52,878 NA

Total 384,765 425,224 509,660 NA

Uses of Funds

Net block 226,151 222,667 286,113 NA

Capital WIP 17,508 20,317 12,500 NA

Total Net Current Assets (82,235) (72,218) (55,985) NA

Profit & Loss (Dr) 223,341 254,458 267,032 NA

Total 384,765 425,224 509,660 NA

Other Financial Data


Dividend %*** - - - -

Earnings per Share – Basic (INR) -3.55 -1.94 -0.68 -0.67

Earnings per Share – Diluted (INR) -3.55 -1.94 -0.7 -0.67

Return On Net Worth % * NA NA NA NA

Book Value Per share (INR)** -3.27 -1.78 -1.06 NA

* Return has been calculated as Net Income / (Shareholder’s Equity + Minority Interest),** Book Value per share has been calculated as Shareholder’s Equity/ Weighted avg. no of basic shares,*** Dividend % - Dividend per share upon Face value per share

7.15 Reasons for Rise /Fall in Total Income/PAT:

� 2008 vs. 2007: Revenues for the company grew with growth in the subscriber numbers. During the year, revenuesfrom telecommunication services increased to Rs. 170,719 lacs (previous year Rs. 140,698 lacs). This revenuegrowth was largely driven by the 65% increase in the number of subscribers to 50,79,212 at the end of March2008 (compared to 30,73,872 subscriber lines as at the end of March 2007). The revenue growth was based onthe growth in subscriber base, amidst falling tariffs. The tariffs of prepaid, postpaid and fixed line segments werereduced to meet increased competition. Increase in revenues and overall increased operational efficiency of thecompany resulted in 60% growth in EBIDTA compared to the previous year. Loss before extraordinary items andtax was lower due to the growth in EBIDTA.

� 2007 vs. 2006: Sustained growth in revenues was maintained in spite of the increased competition and reducingtariffs. During the year, revenues from telecommunication services increased to Rs. 140,698 lacs (previous yearRs. 109,513 lacs). This revenue growth was largely driven by the 67% increase in the number of subscribers to30,73,872 at the end of March 2007 (compared to 18,39,842 subscriber lines as at the end of March 2006).Further, the company implemented various programs to optimize its costs in the areas of network maintenance,operations and customer servicing. There were certain improvements in the collection of debts resulting in lowerprovisioning of doubtful debts. The overall increased operational efficiency of the company resulted in more thandoubling of the EBIDTA. Loss before extraordinary items and tax was lower due to the growth in the EBIDTA.

41

7.16 The pre & post offer shareholding pattern of the target company based on shareholding as on the date of Letter of Offeris shown below -

SHAREHOLDERS’ SHAREHOLDING & VOTING SHARES /VOTING RIGHTS AGREED SHARES / VOTING RIGHTS SHARESHOLDING / VOTINGCATEGORY RIGHTS PRIOR TO THE AGREEMENT/ TO BE ACQUIRED WHICH TO BE ACQUIRED IN RIGHTS AFTER THE

ACQUISITION TRIGGERED OFF THE REGULATIONS OPEN OFFER(ASSUMING ACQUISITION AND OFFER FULL ACCEPTANCES) (excluding dilution effect from

outstanding convertibleinstruments)

(A) (B) (C) (A) + (B) + (C) = (D)

No % No. % No. % No. %

(1) Promoter group

a. Parties to agreement - TSL 393,065,478 20.72 393,065,478 20.72

b. Promoter group otherthan (a) aboveTTSL 714,317,891 37.65 714,317,891 37.65Tata Power Co. Ltd 137,263,174 7.24 137,263,174 7.24Tata Investment Corp. Ltd 595,000 0.03 595,000 0.03Panatone Finvest Ltd 17,850 0.00 17,850 0.00Trent Brands Ltd 80,000 0.00 80,000 0.00Total 1(a+b) 1,245,339,393 65.64 1,245,339,393 65.64

(2) Acquirers a. Main

Acquirer - DOCOMO 192,120,960 10.13 192,120,960 10.13b. PAC

TSL 192,120,959 10.13 192,120,959 10.13Total 2(a+b) 384,241,919 20.25 384,241,919 20.25

(3) Parties to agreementother than (1)(a) & (2)

(4) Public (other thanparties to agreement,acquirers & PACs)

a. FIs/MFs/ FIIs/Banks/SFIs

Mutual Funds/UTI 25,696,600 1.35 10,549,413 0.56FIs/Banks 5,188,435 0.27 2,130,046 0.11FIIs 12,716,508 0.67 5,220,601 0.28Insurance Companies 36,325,731 1.91 14,913,067 0.79Central / State Governments 32,000 0.00 13,137 0.00

B. Others Bodies Corporate 103,351,693 5.45 42,429,725 2.24Individuals 468,469,877 24.69 192,324,356 10.14Foreign Corporate Bodies 1,000 0.00 410 0.00Trusts 65,867 0.00 27,041 0.00Directors & theirrelatives & friends 3,400 0.00 1,396 0.00Total (4)(a+b) 651,851,111 34.36 267,609,191 14.11

Grand Total (1+2+3+4) 1,897,190,504 100.00 384,241,919 20.25 1,897,190,503 100.00

Notes:

1. For the purposes of this Letter of Offer, the Acquirer, TSL and other shareholders mentioned in 1(b) may be considered as part of the 'promoter group' as that term is defined in theSEBI DIP Guidelines. Further, none of the shareholders mentioned in 1(b) will be considered as part of public for continuous listing requirements under Clause 40A of Listing Agreements.

2. Assumed that each of the Acquirer and the PAC will acquire 50% of the total shares tendered under the Offer

3. Since this is indirect acquisition, there are no shares whose acquisition directly triggered the Regulations

4. It has been assumed that all categories of public shareholders (Point no 4 in above table) would tender their shares under the Offer and such shares would be accepted on a prorata basis. This assumption has been used to calculate indicative classification of Public shareholders after completion of the Offer, as shown in the table above.

5. Total shares to be acquired under the offer is 20.25% of the equity share capital of TTML on a non-dilutive basis , as shown in the above table. Total shares to be acquired underthe Offer constitute 20% of the Emerging Voting Capital of TTML

6. The other promoter group companies, as detailed in 1(b) above, would continue to remain as promoter group companies even after completion of the Open Offer.

42

7.17 Details of the change in shareholding of the promoter group as and when it happened in TTML are as under:

Year Shares Total % Holding % CommentsAcquired/ Holding of to paid up Change(Sold) Promoters Capital* *

December Acquired 99,53,83,223 70.83% 70.83% � 714317891 (50.83%) shares acquired pursuant to6, 2002 Share Purchase Agreement dated 27.06.2002

between TTSL and the selling shareholders ofHughes Tele.com (India) Limited. AND

� 281065332 (20.00%) Shares acquired under themandatory open offer made by TTSL together withTSL , Tata Power Company Limited (TPCL) andTata Industries as Persons Acting in concert,pursuant to Letter of Offer dated 12.08.2002.

� 16,15,65,693 (11.5%) shares acquired by TPCLand 11,94,99,639 (8.5%) by TSL.

� Disclosed by TTSL, TPCL and TSL underRegulation 7 (1) of SAST and Regulation 13(1) ofSEBI (Prohibition of Insider Trading) Regulations,1992 vide their letters dated December 9, 2002

January Acquired 124,52,59,393 68.82% - � 249361170 Equity Shares acquired pursuant to12, 2007 Rights Issue entitlement, plus unsubscribed portion

of the Rights Issue.� Subscription to shares under rights issue was

exempt under Regulation 3(1)(b)(ii) of the SEBITakeover Code

March 5, 44444400 124,52,59,393 65.78% - � Interse Transfer of 44444400 (2.35%) shares from2008 Equity Shares Tata Power Co. Ltd. to TSL

Sold by Tata � Interse transfer was exempt under Regulation 3Power (1) (e) (iii) (b) of the Takeover CodeCompany limited � Disclosed by, TPCL under Regulation 13(3) of SEBI(TPCL) and Acquired (Prohibition of Insider Trading) Regulations, 1992by TSL through vide letter dated March 5, 2008 and by TSL videinterse transfer letter dated March7, 2008

� Disclosed by TSL under Regulation 7(1A) of SEBITakeover Code vide letter dated March 5, 2008

March 7, 10555600 Equity 124,52,59,393 65.78% - � Interse Transfer of 10555600 (0.56%) shares from2008 Shares Sold by Tata Power to Tata Sons Limited.

Tata Power and � Interse transfer was exempt under RegulationAcquired by TSL 3(1) (e) (iii) (b) of the SEBI Takeover Codethrough interse � Disclosed by TPCL under Regulation 13(3) of SEBItransfer (Prohibition of Insider Trading) Regulations, 1992

vide letter dated March 7, 2008.� Disclosed by TSL (for transactions dated March 5

and March 7, 2008 on March 24, 2008 underRegulation 3(4) of SEBI Takeover Code in relationto the acquisitions made under the exemption setout in Regulation 3(1)(e) of the SEBI Takeover Code

* Shareholding percentage calculated as on the date of transaction. Promoters’ percentage holding has come downon account of expansion in capital base.TTML has complied with the applicable provisions of the SEBI (SAST) Regulations/other applicable Regulationsunder the SEBI Act, 1992 and other statutory requirements, as applicable.

7.18 Contingent Liabilities and Commitments (Source: Annual Report 2008)

RUPEES IN LACS Mar-2007 Mar-2008

Estimated amount of contracts remaining to be executed oncapital account and not provided for (net of advances) 20,650 18,074Counter guarantees given by TTML 67,000 72,000Claims against TTML not acknowledged as debt - Telecom regulatory matters 10,261 14,244Others 8,466 8,333TOTAL 106,377 112,651

TTML has received demands/ notices from various authorities. However, TTML is contesting these and the dispute/s are outstanding at various levels. Pending the final settlement of these cases, all these amounts have beenconsidered as contingent liabilities.

7.19 Some of the ongoing litigations involving TTML are detailed as under (Source: Annual Report 2008):� Walky ADC : The company is a market leader in Fixed Wireless Phones (FWPs) offered under the brand name

'Tata Indicom Walky'. BSNL unilaterally treated these FWPs as mobile phones and raised demands for paymentof Access Deficit Charge (ADC). TDSAT upheld these demands, and the company went in appeal to the Hon'ble

43

Supreme Court (SC). Effective March 2006, the ADC is to be calculated as a percentage of revenues, andhence this dispute is confined to demands for the relevant past periods. The Hon'ble SC upheld on April 30,2008, the TDSAT judgment. The company and TTSL have filed a review petition seeking review of the aforesaidjudgment. In view of the fact that BSNL itself had a FWP subscriber base of 26 lackh during the disputed period,and as the company and TTSL pointed out inaccuracies in BSNL demands, the Hon'ble SC directed the companyand BSNL to make adjustments and quantify the amount payable. TDSAT in an interim order passed on May 30,2008, stayed disconnection or any precipitate action by BSNL. The company was asked to pay an additionaldeposit to reach the level of 75% of BSNL's demands, and the parties have been directed to exchange within 4weeks the data required for reconciliation and settlement as per IUC regulations. The company has made requisitedeposit in compliance with the interim order passed by TDSAT. The information required from the company wassubmitted by the company in July 2008. However, BSNL has not yet submitted the information required by thecompany despite repeated orders by the TDSAT.

� Dot counter claim: The company had applied for Karnataka circle basic licence in 1997 and was issued a letterof Intent (LoI) with fixed fee. The company had requested DoT to allow implementation through a separatecompany which was agreed in principle by DoT in 1997 and all the documents required by DoT were submittedfrom time to time by the company. DoT could not take a final decision for 2 years thereafter, by which time theNational Telecom Policy 1999 had been announced which provided for revenue share instead of fixed licence feeand ushered in an unlimited number of operators as against the previous regime of only one private operator.The company therefore did not pursue the LoI for a fixed licence. Despite its own inability to take a decision for2 years, the DoT then sought to recover Rs. 50 crores from the company's Maharashtra circle payments in 1999.The company in 2002, filed a petition before TDSAT claiming refund of the Rs. 50 crores recovered by DoT in1999. DoT during the proceedings before TDSAT claimed from the Company Rs. 303 crores towards loss of(opportunity to earn) licence fee and Rs. 351 crores as interest till October 31, 2002. TDSAT allowed refund ofRs. 50 crores to the company with interest of 17% p.a. and dismissed the DoT's counter-claim based on factsand a law point (i.e. TDSAT had no jurisdiction). DoT appealed to the Hon'ble Supreme Court, which withoutcommenting on the merits of the counter-claim, confirmed that TDSAT had jurisdiction and remanded the matterto TDSAT for fresh adjudication. DoT is now seeking to file with TDSAT a counter-claim of Rs. 2015 crores, whichincludes Rs. 303 crores towards loss of (opportunity to earn) licence fee and interest of Rs. 1712 crores calculatedupto March 31, 2008. DoT was required to file its counter-claims within a specified time period, but failed to doso; the Company has opposed the delayed filing of this counter-claim and the matter has been adjourned byTDSAT to July 30, 2008. If the counter-claim is admitted, the company is hopeful of once again succeeding in thematter. The Hon'able Supreme court has condoned the delay by DoT in filing of counter-claim. However, thecounter-claim has not yet been admitted by TDSAT as the DoT has not paid the requisite filing fees.

7.20 Details of merger / demerger / spin offs / acquisitions involving TTML during the last 3 years from the date of this Letterof Offer are as under:� TTML entered into a Business Transfer Agreement on September 30, 2008 with its wholly owned subsidiary 21st

Century Infra Tele Limited for transfer of its passive tower infrastructure business. The Shareholders of the companyhad on May 28, approved hiving off of passive tower infrastructure undertaking to its wholly owned subsidiary.

7.21 Status of corporate governance (Source: Annual Report, 2008): TTML has a strong legacy of fair, transparent andethical governance practices. The company's Board of Directors has deployed a code of conduct for its senior managementincluding the Managing Director. The company has also adopted a code of conduct for its Non-Executive Directors. Thecompany's corporate governance philosophy has been further strengthened through the Tata Code of Conduct forPrevention of Insider Trading and Code of Corporate Disclosure Practices.� The major salutary principles of the Tata Code of Conduct are:

� Conduct of business in consonance with national interest;� Fair and accurate presentation of financial statements;� Being a Equal Opportunities employer;� Prohibition on taking of gifts and donations, which can be perceived to obtain business or uncompetitive

favours;� Practicing political non-alignment;� Maintaining quality of products and services;� Being a good Corporate Citizen;� Ethical conduct; and� Commitment to enhancement of shareholder value.

� The company's Board comprises of 8 Directors, 7 (87.5%) of them are Non-Executive, and 3 (37.65%) of themare Independent Directors. The Chairman is a Non-Executive Director. TTML is managed by the Managing Directorunder the supervision and control of the Board. The Managing Director is assisted by a team of highly qualifiedand experienced professionals.

� The Audit Committee of the Board is constituted in compliance with the provisions of Clause 49 of the ListingAgreement read with Section 292A of the Companies Act, 1956 and comprises of 3 members all of whom areNon-Executive Directors and 2 of them are also Independent Directors.

� The Investors Grievances Committee of the Board looks into redressal of the shareholders' complaints in respectof any matter including transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends,dematerialisation of shares, IPO refunds and complaints, issue of duplicates and renewed share certificates, etc.

� Mr. Madhav J. Joshi, Chief Legal Officer and Company Secretary is the Compliance Officer of TTML as on date.His contact details are as follows - Madhav J. Joshi, Chief Legal Officer and Company Secretary, Tata Teleservices(Maharashtra) Limited, Address: Voltas Premises, T B Kadam Marg, Chinchpokli, Mumbai - 400 033,Tel. No. : 91 22 6667 1175, Fax No. : 91 22 6667 1049, Email address: [email protected]

44

8. OFFER PRICE AND FINANCIAL ARRANGEMENTS

Justification of the Offer Price

8.1 The Shares are listed in India on NSE and the BSE (the "Stock Exchanges")

8.2 The annualized trading turnover during the preceding six months ended November 14, 2008 in each of the StockExchanges on which the Shares are listed is as below:

Name of Total Number of Shares Total Number Annualised Trading StatusStock Exchange Traded During preceding of Listed Trading in terms of

Six Calendar Months Prior Shares Turnover the SEBIto the Month in Which (In terms of Takeover

PA Was Made % of total CodeListed Shares)

NSE 938,237,720 1,897,190,504 98.91% Frequently Traded

BSE 390,579,174 1,897,190,504 41.17% Frequently Traded

(Source: NSE, BSE websites)

8.3 Based on the information available, the Shares are frequently traded on NSE and BSE within the meaning of explanation(i) to Regulation 20 (5) of SEBI Takeover Code. The Shares are most frequently traded on NSE.

8.4 The Offer Price of Rs. 24.70 per equity share (Rupees Twenty four and seventy paise only) of TTML is justified in termsof Regulation 20(4) of the SEBI Takeover Code in view of the following:

Regulation 20(12) of the SEBI (SAST) Regulations states that the offer price for indirect acquisition or control shallbe determined with reference to the date of the public announcement for the holding company and the date of publicannouncement for acquisition of shares of the target company, whichever is higher, in accordance with Regulation20(4) or 20(5) (as the case may be). Since, this is a case of an indirect acquisition, Regulation 20 (12) has beenconsidered for computation of Offer Price

(a) The negotiated price Not Applicable **

(b) The highest price paid by the Acquirer and PAC for acquisition of equity shares Not Applicable***of the Target Company during the 26-week period prior to the date of the PA

(c) The average of the weekly high and low of closing prices of the shares of the Rs. 24.52 per ShareTarget Company on NSE for the 26 weeks preceding the date of the PA

(d) The average of the daily high and low prices of the shares of the Target Company Rs. 15.38 per Shareon NSE for the two weeks preceding the date of the PA

(e) The highest price paid by the Acquirer and the PAC for acquisition of Shares of the Not ApplicableTarget Company during the 26 week period prior to the date of the announcementof transaction in TTSL i.e. 26 weeks prior to November 12, 2008

(f) The average of the weekly high and low of closing prices of the Shares of the Rs. 24.70 per ShareTarget Company on NSE for the 26 weeks preceding the date of the announcementof transaction in TTSL i.e. 26 weeks prior to November 12, 2008

(g) The average of the daily high and low prices of the shares of the Target Company Rs. 14.87 per Shareon NSE for the two weeks preceding the date of the announcement of transactionin TTSL i.e. 2 weeks prior to November 12, 2008

**The consideration to be paid by DOCOMO under the SSA and SPA is a composite consideration and nospecific amount has been attributed or allocated for TTSL's interest in the Target Company. Hence, negotiatedprice is not applicable.

***Neither the Acquirer nor the PAC have acquired any shares in TTML during the 26 week period prior to thedate of the PA; thus regulation 20 (4) (b) is not applicable.

Given that clause (a) and (b) of Regulation 20(4) are not applicable the only other mode left for determination ofminimum offer price is under clause (c) of Regulation 20(4) according to which higher of the average of weeklyhigh and low of the closing prices of the shares of the target company during the 26 week preceding the date ofpublic announcement, or the two-week average of the daily high and low of the prices of the target company isto be considered. Hence the price of Rs.24.70 to TTML's shareholder is justified and is as in accordance with theprovisions of SEBI (SAST) Regulations

8.5 The Offer Price is in compliance with Regulation 20(7) of the SEBI(SAST) Regulations as the Acquire / PAC have notacquired any shares in the Target Company from the open market or through negotiations or otherwise after the dateof the Public Announcement.

45

8.6 The average of the weekly high and low of the closing prices of the equity shares of TTML during the 26 weekspreceding the Public Announcement for the Target Company, on NSE is Rs. per share. Please see the following tablefor detailed computation: (Source: www.nseindia.com)

Week # Week Ended High (Rs) Low (Rs) Avg (Rs) Volume (Shares)

1 22 May 2008 36.20 35.40 35.80 32,408,5042 29 May 2008 34.15 31.50 32.83 45,396,0223 5 June 2008 31.45 29.05 30.25 40,886,8654 12 June 2008 29.65 28.05 28.85 44,832,0555 19 June 2008 30.40 29.30 29.85 30,546,7736 26 June 2008 27.75 25.65 26.70 50,141,9017 3 July 2008 25.20 22.40 23.80 37,221,3318 10 July 2008 25.45 23.60 24.53 33,647,1219 17 July 2008 24.55 22.50 23.53 32,006,13810 24 July 2008 25.50 23.35 24.43 25,159,65211 31 July 2008 26.15 24.80 25.48 27,395,54712 7 August 2008 28.40 25.95 27.18 70,400,47713 14 August 2008 29.25 27.65 28.45 46,087,24614 21 August 2008 27.55 26.55 27.05 13,768,83815 28 August 2008 26.35 25.05 25.70 14,544,57116 4 September 2008 27.00 26.40 26.70 17,618,96417 11 September 2008 28.10 26.10 27.10 45,421,92218 18 September 2008 27.05 23.95 25.50 29,068,83419 25 September 2008 24.55 23.20 23.88 16,353,03820 1 October 2008 22.55 21.65 22.10 19,549,17221 8 October 2008 21.10 18.30 19.70 15,754,22222 16 October 2008 17.95 16.55 17.25 23,222,06123 23 October 2008 16.80 15.70 16.25 14,641,55424 29 October 2008 13.95 12.70 13.33 20,692,19525 6 November 2008 15.15 13.55 14.35 23,424,43926 12 November 2008 18.00 16.00 17.00 84,766,521

26 Week Average 24.52 32,882,922

8.7 The average of the daily high and low prices of the equity shares of TTML during the 2 weeks preceding the PublicAnnouncement of the Target Company on NSE is Rs. per share. Please see the following table for detailed computation:(Source: www.nseindia.com)

Day # Dates High (Rs) Low (Rs) Avg (Rs) Volume (Shares)

1 31 October 2008 13.85 12.80 13.33 4,712,350

2 3 November 2008 14.50 13.70 14.10 4,167,516

3 4 November 2008 15.40 13.60 14.50 6,010,090

4 5 November 2008 16.00 14.20 15.10 5,708,260

5 6 November 2008 14.25 13.60 13.93 2,826,223

6 7 November 2008 16.70 13.50 15.10 17,864,472

7 10 November 2008 18.00 16.25 17.13 15,755,258

8 11 November 2008 17.80 16.30 17.05 14,233,174

9 12 November 2008 19.15 17.25 18.20 36,913,617

2 Week Average 15.38 12,021,218

8.8 The average of the weekly high and low of the closing prices of the equity shares of TTML during the 26 weekspreceding the public announcement of transaction in TTSL, on NSE is Rs. per share. Please see the following table fordetailed computation: (Source: www.nseindia.com)

46

Week # Week Ended High (Rs) Low (Rs) Avg (Rs) Volume (Shares)

1 20 May 2008 36.05 35.70 35.88 40,322,0262 27 May 2008 36.20 31.50 33.85 34,040,5773 3 June 2008 32.10 30.00 31.05 49,236,3814 10 June 2008 29.75 28.05 28.90 48,602,2765 17 June 2008 30.40 28.55 29.48 33,941,7066 24 June 2008 29.85 26.10 27.98 34,387,2017 1 July 2008 26.45 22.40 24.43 48,054,9108 8 July 2008 23.95 22.75 23.35 34,295,8609 15 July 2008 25.45 23.75 24.60 35,679,46010 22 July 2008 23.95 22.50 23.23 23,373,68711 29 July 2008 26.15 24.80 25.48 31,739,08212 5 August 2008 27.20 24.85 26.03 40,289,62613 12 August 2008 29.25 27.55 28.40 73,818,60314 19 August 2008 28.65 27.05 27.85 19,511,23515 26 August 2008 27.50 26.20 26.85 13,744,67316 2 September 2008 27.00 25.05 26.03 22,092,85717 9 September 2008 26.55 26.10 26.33 10,737,52418 16 September 2008 28.10 24.65 26.38 56,572,67219 23 September 2008 24.55 23.65 24.10 19,144,65720 30 September 2008 23.75 21.65 22.70 23,178,87121 7 October 2008 21.75 19.25 20.50 14,257,79922 14 October 2008 18.30 16.55 17.43 20,290,18923 21 October 2008 17.10 16.45 16.78 16,912,36624 28 October 2008 16.65 13.15 14.90 18,605,53825 4 November 2008 15.15 12.70 13.93 22,531,82226 11 November 2008 17.75 13.90 15.83 56,387,387

26 Week Average 24.70 32,374,961

8.9 The average of the daily high and low prices of the equity shares of TTML during the 2 weeks preceding the publicannouncement of transaction in TTSL, on NSE is Rs. per share. Please see the following table for detailed computation:(Source: www.nseindia.com)

Day # Dates High (Rs) Low (Rs) Avg (Rs) Volume (Shares)

1 29 October 2008 14.75 12.50 13.63 7,641,8662 31 October 2008 13.85 12.80 13.33 4,712,3503 3 November 2008 14.50 13.70 14.10 4,167,5164 4 November 2008 15.40 13.60 14.50 6,010,0905 5 November 2008 16.00 14.20 15.10 5,708,2606 6 November 2008 14.25 13.60 13.93 2,826,2237 7 November 2008 16.70 13.50 15.10 17,864,4728 10 November 2008 18.00 16.25 17.13 15,755,2589 11 November 2008 17.80 16.30 17.05 14,233,174

2 Week Average 14.87 8,768,801

8.10 Further the Offer Price of Rs 24.70 per share is justified in view of the following:� The primary transaction is the acquisition of a 26% equity shareholding in TTSL, an unlisted Indian entity, by

DOCOMO. The Open Offer by DOCOMO, along with TSL, is being made only due to an indirect change incontrol of TTML

� There is no negotiated price in relation to TTML or for that matter, any subsidiary of or investment by TTSL.Further, the consideration to be paid by DOCOMO under the SSA and SPA is a composite consideration and nospecific amount has been attributed or allocated for TTSL standalone, or TTSL subsidiaries or TTSL's (37.65%)equity interest in TTML.

� Given the fact that the Transaction related to the acquisition of an equity stake in TTSL itself, DOCOMO did notconduct any separate due diligence (financial, legal or any other diligence) on TTML and no specific information

47

on TTML was shared between the parties while negotiating the TTSL transaction apart from publicly availableinformation.

� The acquisition of the equity stake in TTSL by DOCOMO was based on DOCOMO's composite evaluation ofTTSL, including but not limited to the primary drivers set out below:� TTSL is the sixth largest telecom operator in India, with telecom operations in 20 out of the 22-telecom

circles across India. DOCOMO's interest and intent is to invest into TTSL and be a part of a pan Indiaintegrated telecom player

� TTSL had a subscriber base of over 25 million subscribers as at end November 2008 (source: TRAI,November 2008 update)

� TTSL operates in 20 circles constituting of 2 Metro circles, 4 Category A circles, 8 Category B circles and6 Category C circles. Given the rapid growth of telecom in India, growth potential is significant in underpenetrated category B & C circles:

Circle Category No. of Circles Population (nos./m) Teledensity TTSL(% of Pop.) Circles

Metro 3 51 103% 2Category A 5 364 39% 4Category B 8 491 28% 8Category C 6 258 16% 6

(Source: TRAI, November 2008 update)� Compared to the above, TTML (where TTSL has a 37.65% interest) only operates in 2 circles (Mumbai

and Maharashtra) with 6.5 million subscribers, where teledensity is already high compared to other severalcircles operated by TTSL.

� TTSL also has subsidiaries namely, WTTIL, Tata Internet Services Limited and other financial investments,including 37.65% interest in TTML

� TTSL and WTTIL have invested substantially in the creation of pan India infrastructure, centralizedoperations for billing/network operations/VAS, Telecom Towers and related infrastructure and NLDoperations with over 60,000 km of fibre network and transmission equipment. The aforesaid assets arecritical for integrated pan India operations and can be used as a platform for providing new services andreaching out to new customers. Similarly, TTSL also derives huge value from its large footprint of exclusiveretail stores (over 3500 stores). It may be noted that other telecom players including TTML utilize many ofthese TTSL capabilities. Thus, TTSL would have incremental revenue streams from other telecom operators

� It may be noted that under the SSA and SHA, DOCOMO has significant rights in the conduct of the businessoperations of TTSL, including veto rights and right to appoint directors on to the Board of Directors of TTSL. Itmay also be noted that TTSL has a 37.65% equity shareholding in TTML. However, TTSL itself does not haveany veto rights, management rights or control in the business operations of TTML

� It needs to be noted that the primary Transaction as described above was an investment into TTSL and DOCOMOdid not undertake a separate due diligence on TTML; only a composite price for TTSL was offered by DOCOMOand there was no separate price allocated or attributed between parties or in the agreements for TTML

� A brief comparison of Offer Price of Rs.24.70 (calculated in accordance with The Regulations) vis-à-vis averagemonthly closing prices is given as below (Source: www.nseindia.com):

Time Period Avg. Monthly Price (Rs)June 28.27July 24.21August 27.17September 24.98October 16.76November (till Nov 11th) 15.44

It should be noted that the tender Offer price is at 61% premium over the two-week average price and 46% overthe one-week average price from the date of the Public Announcement.

8.11 In the opinion of the Manager to the Offer, the Acquirer and PAC, the Offer Price of Rs 24.70 per fully paid-up equityshare (Rupees Twenty four and seventy paise only) is justified and is in compliance with the SEBI (SAST) Regulations.

8.12 If the Acquirer and the PAC acquire Shares after the date of the Public Announcement up to seven working days priorto the closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall bepayable for all the valid acceptances received under the Offer.

48

Financial Arrangement

8.13 The total fund requirement for implementation of the Offer at Rs. 24.70 per fully paid up share is Rs. 94,908 lacsassuming that full acceptance for the Offer is received ("Offer Consideration").

8.14 DOCOMO has provided bank guarantee ("Bank Guarantee") in favour of the Manager to the Offer, issued by CitibankN.A., a national banking association duly constituted, registered and in existence in accordance with the laws of theUnited States of America now in force and having its Head Office at 399 Park Avenue, Borough of Manhattan, City ofNew York and carrying on the business of banking in India as a scheduled commercial bank having its branch office at4th Floor, Fort House, Fort, Mumbai 400001 for an amount of Rs. 11,500 lacs in favor of LIPL. The Bank Guarantee isvalid till April 30, 2009. The said Bank Guarantee is in excess of the amount required under Regulation 28(2) of theSEBI (SAST) Regulations, i.e. 25% for the first Rs. 100 crores and 10% thereafter. Further, TSL has made a cashdeposit of Rs. 1,000 lacs, being more than 1% of the Offer Consideration in an escrow bank account in the name of"SCB-Escrow account - Tata Sons (TTML) Open Offer" with Standard Chartered Bank ("Cash Deposit") in accordancewith Regulation 28(10) of the SEBI (SAST) Regulations. LIPL has been authorized to realize the value of the aforesaidbank account as per the SEBI (SAST) Regulations.

8.15 DOCOMO currently has a sum of JPY 67,558,972,570 (equivalent to Rs. 3,28,134 lacs) in form of bank balance as ofNovember 10, 2008 in the account with Mizuho Bank, Ltd. Head Office at 1-5 Uchisaiwai-cho 1-Chome, Chiyoda-ku,Tokyo, Japan 100-0011. The above amount is more than Offer size of Rs 94,908 lacs and is sufficient to fulfill thefinancial obligations under the Offer.

8.16 KPMG AZSA & Co., Chartered Accountants located at AZSA Center Building, 1-2 Tsukudo-cho Shinjuku-ku Tokyo162-8551, Japan, who are the statutory auditors for the Acquirer, have vide their letter dated November 12, 2008certified that the Acquirer has sufficient funds to fulfill its obligations under the Offer. The contact details of KPMGAZSA & Co are: AZSA Center Building, 1-2, Tsukudo-cho, Shinjyuku-ku, Tokyo 162-8551 Japan. Tel: +81-3-3266-7500, Fax No +81-3-3266-7600.

8.17 The source of funding in order to meet the obligations under the Offer, that is, payments to be made to the shareholdersof TTML who validly tender their shares, is as under:

� DOCOMO: Exisiting cash generated from operations (cash and bank balances)

� TSL: Existing cash and bank deposits comprising of internal accruals and borrowings

8.18 Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirer and PAC to implement theOffer in accordance with the SEBI (SAST) Regulations as firm financial arrangements are in place to fulfill the obligationsunder the SEBI (SAST) Regulations.

8.19 Acquirer and the PAC reserve the right to reconstitute the Board of Directors of the Target Company, in accordancewith the provisions contained in the SEBI Takeover Code and the Companies Act, 1956. In case the Board of Directorsof Target Company is reconstituted by the Acquirer and PAC during the Offer period, the Acquirer and PAC will fundthe escrow account in cash to the extent of hundred percent of the Maximum Consideration as required under provisoof Regulation 22(7) of the SEBI Takeover Code.

9. TERMS AND CONDITIONS OF THE OFFER

Statutory Approvals required for the Offer

9.1 a) The purchase of Shares by the Acquirer is subject to the Acquirer obtaining approval from the Reserve Bank ofIndia ("RBI"), under the FEMA. The RBI has vide its letter dated January 23, 2009 advised that it has no objectionin relation to the Acquirer purchasing the Shares from persons other than erstwhile OCBs under the Offersubject to compliance with applicable FDI policy. Acceptance of Shares from erstwhile OCB(s) are subject toreceipt of specific approval(s) from the RBI. Approval from FIPB is required for the Transaction. In the pressrelease dated January 28, 2009, the FIPB has stated having recommended the applications made by theDOCOMO for consideration of CCEA, as the investment involved in the proposals is above Rs. 600 crores.

9.2 DOCOMO expects to receive the FIPB approvals (including CCEA approvals) in due course.

9.3 To the best of the knowledge of the Acquirer and PAC, as on the date of the Public Announcement, there are no otherstatutory approvals required to implement the Offer, other than those indicated above. If any other statutory approvalsbecome applicable, the Offer would be subject to such statutory approvals.

9.4 The Acquirer and PAC, in terms of Regulation 27 of SEBI (SAST) Regulations, will have a right not to proceed with theOffer in the event the statutory approvals indicated above are refused.

9.5 In case of delay in receipt of the above statutory approvals, SEBI has the power to grant extension of time to theAcquirer and PAC for payment of consideration to the shareholders of the Target Company, subject to the Acquirer andPAC agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI(SAST) Regulations. Further, if the delay occurs on account of willful default by the Acquirer and PAC in obtaining therequisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.

49

9.6 The Acquirer and PAC do not require any approvals from financial institutions or banks for the Offer.

Other Terms

9.7 This Offer is not conditional upon any minimum level of acceptance

9.8 If the aggregate of the valid responses to the Offer exceeds the Offer size of 384,241,919 Shares, then the Acquirerand PAC shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) ofthe SEBI (SAST) Regulations. As the equity shares of the Target Company are compulsorily traded in demat form, theminimum marketable lot being one (1) Share, minimum acceptance will be one Share.

9.9 The Offer is being made to the shareholders of TTML and a Letter of Offer specifying the detailed terms and conditionsof the Offer, together with a Form of Acceptance-cum-Acknowledgement will be mailed on or before February 14, 2009to the shareholders of the Target Company (other than the Acquirer, the PAC and Tata Companies holding shares inthe Target Company), whose names appear on the Register of Members of the Target Company and to the owner ofthe shares whose names appear as beneficiaries on the records of the respective Depositories at the close of businesshours on December 5, 2008 (the "Specified Date").

9.10 All eligible owners of Shares, registered or unregistered including beneficial owners (other than the Acquirer, the PACand Tata Companies holding shares in the Target Company), can participate in the Offer, at any time before the OfferClosing Date, as per the procedure in the section below. Eligible persons for the Offer can participate in the Offer byoffering their shareholding in whole or in part. The acceptance must be unconditional and should be absolute andunqualified.

9.11 Accidental omission to dispatch this Letter of Offer or further communication to any person to whom this Offer is madeor the non-receipt or delayed receipt of this Letter of Offer will not invalidate the Offer in any way.

9.12 Shares which are locked-in as per the provisions of SEBI DIP Guidelines, 2000, can be tendered in the Offer. In suchan event, the residual lock-in period shall continue in the hands of the Acquirer.

9.13 Any Shares that are the subject matter of litigation or are held in abeyance due to pending court cases, attachment /restriction from Court/ Forum/ ITO / relevant statutory authorities, etc., wherein the shareholder(s) may be precludedfrom transferring the Shares during the pendency of the said litigation are liable to be rejected in case directions/ordersof the Court / forum / ITO / relevant statutory authorities etc permitting transfer of these Shares are not receivedtogether with the Shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible,would be forwarded to the relevant statutory authorities for further action at their end.

9.14 The acceptance of the Offer made by the Acquirer and the PAC is entirely at the discretion of the shareholders of theTarget Company. The Acquirer and the PACs will not be responsible in any manner for any loss of Share certificate(s)and Offer acceptance documents during transit and the shareholders of the Target Company are advised to adequatelysafeguard their interest in this regard.

9.15 Applications for the Offer will be accepted as per the term of the Offer mentioned in this Letter of Offer. Incompleteapplications, received are liable to be rejected.

9.16 Acquirer and PAC will acquire the Shares, free from all liens, charges and encumbrances and together with all rightsattached thereto, including the right to all dividends, bonus and rights declared hereafter. Shares that are subject toany charge, lien or encumbrance are liable to be rejected.

9.17 The instructions and provisions contained in the Form of Acceptance and Form of Withdrawal constitute an integralpart of the terms of this Offer.

10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

10.1 Shareholders of TTML who wish to tender their Shares under this Offer should enclose the following documents dulycompleted so that the same are received by the Registrar to the Offer at any of their collection centres (as mentionedbelow) on or before 3:30 PM on the Offer Closing Date.

10.2 For Shares held in physical form:

Registered Shareholders should enclose:

� Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by allshareholders whose names appear on the Share certificates.

� Original Share certificate(s).

� Valid share transfer deed / form(s) duly signed as transferors by all registered shareholders (in case of jointholdings) in the same order and as per specimen signatures registered with the Target Company and dulywitnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.)should be done by a Magistrate/ Notary Public/ Bank Manager under their Official Seal.

50

� In case of non receipt of the aforesaid documents, but receipt of the original Share certificate(s) and transferdeed(s) duly signed, the Offer shall be deemed to be accepted.

� Self Attested copy of the Pan Card

� In case of non receipt of the aforesaid documents, but receipt of the original Share certificate(s) and transferdeed(s) duly signed, the Offer shall be deemed to be accepted

Unregistered owners should enclose:

� Form of Acceptance duly completed and signed in accordance with the instructions contained therein.

� Original Share certificate(s).

� Original broker contract note.

� Valid share transfer deed(s) as received from market, duly stamped and executed as the proposed transferee(s).

� Blank share transfer form executed by the proposed transferee as transferor(s) and witnessed at the appropriateplace. The details of the buyer on the 2nd transfer form should be left blank. The details of the Acquirer astransferee will be filled by the Acquirer upon verification of the Form of Acceptance and the same being foundvalid. All other requirements for valid transfer will be precondition for acceptance. No indemnity is required fromunregistered shareholders.

� Self Attested copy of the Pan card of all the proposed transferees

10.3 For Shares held in dematerialized form:

� Beneficial owners (holders of Shares in dematerialized form) who wish to tender their Shares will be required tosend their Form of Acceptance cum Acknowledgement along with the photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instructions in "Off-market" mode, duly acknowledged by the DP, infavour of the special depository account to the Registrar to the Offer, either by hand delivery on weekdays or byRegistered Post, so as to reach the Registrar to the Offer - TSR Darashaw Limited - 6-10, Haji Moosa PatrawalaIndustrial Estate, 20 Dr. E Moses Road, Mahalaxmi, Mumbai 400011, on or before the close of the Offer, i.e., nolater than March 12, 2009, in accordance with the instructions to be specified in the Letter of Offer and in the Formof Acceptance Cum Acknowledgement. The credit for the delivered shares should be received in the specialdepository account on or before close of the Offer, i.e., no later than March 12, 2009. In case of non-receipt ofaforesaid documents, but receipt of shares in the special depository account, the offer shall be deemed to beaccepted.

10.4 The Registrar to the Offer, TSR Darashaw Ltd, has opened a special depository account with National SecuritiesDepository Limited ("NSDL") called, "TSR Darashaw Limited Escrow A/c - TTML Open Offer". Beneficial ownersare requested to fill in the following details in the delivery instructions for the purpose of crediting their equity shares inthe special depository account:

Depository Participant ("DP") Name Stock Holding Corporation Limited

DP ID IN301330

Client ID 20629302

Account Name TSR Darashaw Limited Escrow Ac/ - TTML Open Offer

Depository National Securities Depository Limited

10.5 For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance. Beneficial ownershaving their beneficiary accounts with CDSL have to use inter-depository delivery instruction slip for the purposes ofcrediting their Shares in favour of the special depository account with NSDL. In case of non receipt of the aforesaiddocuments, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. TheForms of Acceptance of such demat shares not credited in favor of the special depository account, before the OfferClosing Date will be rejected.

10.6 Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the Sharesin respect of which the Form of Acceptance is being sent failing which the tender would be considered invalid andwould be liable to be rejected. Such documents may include (but not be limited to):

� Duly attested death certificate and succession certificate/ Letter of administration/ Probate of the will (in case ofsingle shareholder) in case the original shareholder has expired.

� Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transferdeed(s).

� No objection certificate from any lender, if the Shares in respect of which the acceptance is sent, were under anycharge, lien or encumbrance.

51

� In case of companies, the necessary certified corporate authorizations (including board and/or general meetingresolutions)

10.7 The Share certificate(s), share transfer form, Form of Acceptance and other documents, if any should be sent only tothe Registrar to the Offer, at the collection centres mentioned below. They should not be sent to the Manager to theOffer or the Acquirer or the PAC or the Target Company. The above-mentioned documents can be sent to thecollection centres as mentioned in section 13.9 by hand delivery on all days except Saturdays, Sundays and publicholidays.

10.8 The minimum marketable lot for the purposes of acceptance, for both physical and demat shares, would be one Share.

10.9 All owners of Shares, registered or unregistered who wish to avail of and accept the Offer can 'hand deliver' the Formof Acceptance along with all the relevant documents at any of the below mentioned collection centres of the Registrarto the Offer in accordance with the procedure as set out in this Letter of Offer. All centres mentioned herein belowwould be open during the Offer period on all working days (except Saturdays, Sundays and Bank Holidays) duringbusiness hours as shown below. Shareholders are advised to ensure that the Form of Acceptance and other documentsare complete in all respects; otherwise the same are liable to be rejected.

10.10 Shareholders who cannot hand deliver their documents at the collection centres referred to above may send the sameby registered post, at their own risk, to the Registrar to the Offer at their office at TSR Darashaw Ltd. 6-10 Haji MoosaPatrawala Ind. Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai - 400011 and not to any other collection centre sothat the same are received on or before 3:30 PM on the Offer Closing Date.

10.11 In case of non-receipt of the Letter of Offer, the eligible persons may (i) download the same from the SEBI website(http:// www.sebi.gov.in) (ii) obtain a copy of the same by writing to the Registrar to the Offer (iii) send their consent tothe Registrar to the Offer, on a plain paper stating the name, address, number of shares held, distinctive numbers, folionumber, number of shares offered along with documents as mentioned above so as to reach the Registrar to the Offeron or before the Close of the Offer, i.e., no later than March 12, 2009 or in case of beneficial owners, they may send theapplication in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held,number of shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in"Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP, infavour of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer,i.e., no later than March 12, 2009.

Collection Centers & Address Contact Person Mode of Delivery Phone No. Fax No.

MUMBAI :TSR Darashaw Ltd. Mary George Hand Delivery & +91-22-6656 8484 +91-22-6656 84946-10 Haji Moosa Patrawala Industrial Estate Registered Post20, Dr. E. Moses Road, Mahalaxmi, Mumbai 400011Email: [email protected] : www.tsrdarashaw.com

BANGALORE :TSR Darashaw Ltd. R. Pandurangi Hand Delivery +91-80-2532 0321 +91-80-2558 0019503, Barton Centre, 5th Floor84, Mahatma Gandhi Road, Bangalore 560001Email: [email protected]

KOLKATA :TSR Darashaw Ltd. Rijit Mukherjee Hand Delivery +91-33-2288 3087 +91-33-2288 3062Tata Centre, 1st Floor43, Jawaharlal Nehru Road, Kolkata 700071Email : [email protected]

NEW DELHI :TSR Darashaw Ltd. Shyamalendu Hand Delivery +91-11-23271805 +91-11-232718022/42, Sant Vihar, Ansari Road ShomeDarya Ganj, New Delhi 110002Email: [email protected]

JAMSHEDPUR :TSR Darashaw Ltd. Subrata Das Hand Delivery +91-657-2426 616 +91-657-2426 937Bunglow No. 1, ‘E’ Road, Northern TownBistupur, Jamshedpur 831001Email: [email protected]

AHMEDABAD :Shah Consultancy Services Ltd. Suresh Shah Hand Delivery +91-79-2657 6038 +91-79-2657 6038Sumatinath Complex, 2nd Dhal, Pritam NagarAkhada Road, Ellisbridge, Ahmedabad 380006Email: [email protected]

52

10.12 In case any person has submitted his Shares in physical form for dematerialisation and such dematerialisation has notyet been effected. Such shareholders should ensure that the process of getting the Shares dematerialised is completedwell in time so that the credit of the Shares to the special depository account is completed on or before 5 PM on theOffer Closing Date, failing which such an acceptance would be rejected. A copy of delivery instructions acknowledgedby the DP in favour of the special depository account alongwith the copy of Form of Acceptance and other documents,as the case may be, should be forwarded to the collection centre before the Offer Closing Date.

10.13 While tendering Shares under the Offer, NRIs/ OCBs/ foreign and other non resident shareholders will be also requiredto submit the RBI approvals, if any (specific or general) that they would have obtained for acquiring Shares. In case theRBI approvals are not submitted, the Acquirer and the PAC reserve the right to reject the Shares tendered.

10.14 While tendering Shares under the Offer, where the Offer consideration (no. of Shares tendered multiplied by the OfferPrice) payable exceeds Rs.1 lac, shareholders are requested to give their Permanent Account No. / General IndexRegister No. and attach a photo copy of the PAN / GIR no./ duly filled Form 60 (as applicable). The Acquirer and thePAC also reserve the right to reject such tenders from shareholders, where the details of PAN / GIR No. and a photocopy of the PAN / GIR no./ duly filled Form 60 (as applicable) is not submitted.

10.15 As per the provisions of section 196D(2) of the Income-tax Act, 1961, and as amended ("Income-tax Act"), no deductionof tax at source shall be made from any income by way of capital gains arising from the transfer of securities referredto in section 115AD payable to a Foreign Institutional Investor ("FII") as defined in section 115 AD of the Income-taxAct. However the Acquirer and PAC will not deduct tax at source only if the Shares are held by the FII on investment/capital account.

10.16 While tendering their Shares under the Offer, NRIs, OCBs and other non resident Shareholders will be required tosubmit a No Objection Certificate ("NOC") / Tax Clearance Certificate ("TCC") indicating the amount of tax to bededucted by the Acquirer and the PAC before remitting the consideration, from Income Tax authorities under theIncome Tax Act. In case the aforesaid NOC / TCC is not submitted, the Acquirer and the PAC will arrange to deduct taxat the maximum marginal rate as may be applicable to the category of shareholders, on the entire considerationamount payable to such shareholders. Further, FIIs will also have to enclose their SEBI registration letter. The Acquirerand the PAC also reserve the right to reject such tenders from non-resident shareholders, where the aforesaid NOC /TCC is not submitted.

Payment of consideration:

10.17 Shareholders must note that on the basis of name of the Shareholders, Depository Participant's name, DP ID, BeneficiaryAccount number provided by them in the Form of Acceptance-cum-Acknowledgement, the Registrar to the Issue willobtain, from the Depositories, the Shareholders' demographic details including address, bank account details, the ninedigit Magnetic Ink Character Recognition ("MICR") code as appearing on a cheque leaf and occupation. These bankaccount details will be used to make payment to the Shareholders. Hence Shareholders are advised to immediatelyupdate their bank account details as appearing on the records of the Depository Participant. Please note that failure todo so could result in delays in despatch of payment or electronic transfer of funds, as applicable, and any such delayshall be at the Shareholders' sole risk and neither the Acquirer, the PAC, the Manager to the Offer, Registrar to theOffer nor the Escrow Bank shall be liable to compensate the Shareholders for any losses caused to the Shareholderdue to any such delay or liable to pay any interest for such delay.

10.18 The payment to the Shareholders would be done through various modes in the following order of preference:

� Electronic Clearing System ('ECS') - Payment would be done through ECS for Shareholders having an accountat any of the following 68 centers: Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai,Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram (managed byRBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri(Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan (Non-MICR), Durgapur (Non-MICR),Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore (Non-MICR) and Kakinada (Non-MICR)(managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur,Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National Bank); Indore(managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India);Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot(managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed byCentral Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce);Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); andBhilwara (managed by State Bank of Bikaner and Jaipur). This mode of payment would be subject to availabilityof complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories.The payment through ECS is mandatory for Shareholders having a bank account at any of the abovementioned68 centers, except where the Shareholder, being eligible, opts to receive payment through direct credit or RTGS.

53

� Direct Credit - Shareholders having bank accounts with the Escrow Banker, as mentioned in the Acceptancecum Acknowledgement Form, shall be eligible to receive payments through direct credit. Charges, if any, leviedby the Escrow Bank for the same would be borne by the Acquirer and PAC.

� Real Time Gross Settlement ('RTGS') - Shareholders having a bank account at any of the abovementioned68 centres and whose amount exceeds Rs. 5 million, have the option to receive the payment through RTGS.Such eligible Shareholders who indicate their preference to receive payment through RTGS are required toprovide the IFSC code in the Acceptance-cum-acknowledgement form. In the event the same is not provided,payment shall be made through ECS. Charges, if any, levied by the Escrow Bank for the same would be borneby the Acquirer and PAC. Charges, if any, levied by the Shareholder's bank receiving the credit would be borneby the Shareholder.

� National Electronic Fund Transfer ('NEFT') - Payment shall be undertaken through NEFT wherever theShareholder's bank has been assigned the Indian Financial System Code ('IFSC'), which can be linked to aMICR, if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as ona date immediately prior to the date of payment, duly mapped with MICR numbers. Wherever the Shareholdershave registered their nine digit MICR number and their bank account number while opening and operating thedemat account, the same will be duly mapped with the IFSC Code of that particular bank branch and thepayment will be made to the Shareholder through this method. The process flow in respect of payments by wayof NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and processefficiency. In the event that NEFT is not operationally feasible, the payment would be made through any one ofthe other modes as discussed above.

� For all other Shareholders, including physical Shareholders and those who have not updated their bank particularswith the MICR code, the payments will be despatched under certificate of posting for value upto Rs. 2,500 andthrough Speed Post/ Registered Post for payments above Rs. 2,500. Such payments will be made by cheques,pay orders or demand drafts drawn on the Escrow Bank and payable at par at places where acceptance formsare received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres willbe payable by the Shareholders.

10.19 In terms of Regulation 22 (5A) of the SEBI (SAST) Regulations, equity shareholders of the Target Company desirousof withdrawing the acceptance tendered by them in the Offer, may do so upto 3 (three) working days prior to the dateof closure of the Offer. The withdrawal option can be exercised by submitting the documents as per the instructionsbelow, so as to reach the Registrar to the Offer at any of the collection centres mentioned above as per the mode ofdelivery indicated therein on or before March 5, 2009.

� The withdrawal option can be exercised by submitting the Form of Withdrawal, enclosed with the Letter of Offer,duly signed by all the registered holders as per their specimen signature recorded with TTML for shareholdersin case of physical holdings/ with the Depository in case of electronic holdings. The signature of the beneficialholders on the Form of Withdrawal should be attested by the Depository Participant.

� In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an acceptanceon plain paper along with the following details:

� In case of physical shares: Name, address, distinctive numbers, folio number and number of Sharestendered, number of Shares withdrawn alongwith the original acknowledgement receipt received at thetime of tendering the shares. In case if the documents are sent by Registered post, than a copy of theForm of Acceptance may be attached.

� In case of dematerialised shares: Name, address, number of Shares tendered, number of Shares withdrawn,DP name, DP ID, Beneficiary Account no., and a photocopy of delivery instructions in "Off-market" modeor counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the DP in favour ofthe special depository account and original acknowledgement/ copy of Form of Acceptance, if sent byregistered post.

� Shareholders who have tendered Shares in physical form and wish to partially withdraw their tenders, shouldalso enclose valid share transfer form(s) for the remaining Shares (i.e. Shares not withdrawn) duly signed astransferors by all registered shareholders (in case of joint holdings) in the same order and as per specimensignatures registered with the Target Company and duly witnessed at the appropriate place.

� The withdrawal of Shares will be available only for the Share certificates/ Shares that have been received by theRegistrar to the Offer/ special depository account.

� The intimation of returned Shares to the shareholders will be at the address as per the records of the TargetCompany or the Depositories as the case may be.

� In case of partial withdrawal of Shares tendered in physical form, if the original Share certificates are required tobe split, the same will be returned on receipt of Share certificates from the Target Company.

54

� Partial withdrawal of tendered Shares can be done only by the registered shareholders / beneficial owners. Incase of partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.

� Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instructionfor receipt of the credit in their DP account.

10.20 Unaccepted Share certificates, transfer forms and other documents, if any, will be returned by registered post/ speedpost at the shareholders'/unregistered owners' sole risk to the sole/first shareholder. Shares held in dematerializedform, to the extent not accepted, will be credited back to the beneficial owners' depository account with the respectiveDP from which the shares were tendered. It will be the responsibility of the equity shareholders to ensure that theunaccepted Shares are accepted by their respective Depository Participants when transferred by the Registrar to theOffer. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instructionfor receipt of the credit, if any, in their DP account. Shareholders should ensure that their depository account is maintainedtill the Offer formalities are completed.

10.21 The Registrar to the Offer will hold in trust the Shares/Share certificates, Shares lying in credit of the special depositoryaccount, Form of Acceptance, and the transfer form(s), if any, on behalf of the shareholders of the Target Companywho have accepted the Offer, until the Acquirer and the PAC complete the Offer obligations in accordance with theSEBI Takeover Code.

Tax to be deducted at source

10.22 Summary of various provisions related to Tax Deduction at Source (withholding tax) under the Income Tax Act:

� All the shareholders should be classified as resident and non-resident. The status as resident / non-resident isto be determined on the basis of criteria laid down in section 6 of the Income Tax Act, 1961.

� No tax is required to be deducted on payment of consideration to resident shareholders.

� The rate of deduction of tax in the case of non-resident is dependent on few other factors. Since the Acquirerdoes not have in-house information in respect of various shareholders, all the shareholders have to specify theircategory in the form of acceptance.

� As per the provisions of the section 2(37A) (iii) of the Income Tax Act, 1961, for the purposes of deduction of taxunder section 195, the rate or rates of income-tax specified in this behalf in the Finance Act of the relevantfinancial year i.e. 2008-09 or the rates or rates of income tax specified in an agreement entered into by theCentral Government under section 90 or an agreement notified by the Central Government under section 90A,whichever is applicable by virtue of the provisions of section 90, or section 90A, as the case may be, i.e. whicheverbeneficial, would be the applicable rate of TDS.

� In the event the aforementioned categories of shareholders require the Acquirer not to deduct tax or to deducttax at a lower rate or on a lower amount, they would need to obtain a certificate from the income tax authoritieseither under section 195(3) or under section 197 of the Income Tax Act, and submit the same to Acquirer whilesubmitting the Form of Acceptance. In the absence of any such certificate from the income tax authorities, theAcquirer will deduct tax as aforesaid, and a certificate in the prescribed form shall be issued to that effect.

� As per the provisions of section 196D(2) of the Income-tax Act, 1961, and as amended ("Income-tax Act"), nodeduction of tax at source shall be made from any income by way of capital gains arising from the transfer ofsecurities referred to in section 115AD payable to a Foreign Institutional Investor ("FII") as defined in section115 AD of the Income-tax Act. However the Acquirer and PAC will not deduct tax at source only if the Shares areheld by the FII on investment/capital account.

� NRIs, OCBs and other non resident Shareholders are required to submit a No Objection Certificate ("NOC") /Tax Clearance Certificate ("TCC") indicating the amount of tax to be deducted by the Acquirer and the PACbefore remitting the consideration, from Income Tax authorities under the Income Tax Act. In case the aforesaidNOC / TCC is not submitted, the Acquirer and the PAC will arrange to deduct tax at the maximum marginal rateas may be applicable to the category of shareholders, on the entire consideration amount payable to suchshareholders. Further, FIIs will also have to enclose their SEBI registration letter. The Acquirer and the PACalso reserve the right to reject such tenders from non-resident shareholders, where the aforesaid NOC / TCC isnot submitted.

10.23 Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective AssessingOfficers in their case, and the appropriate course of action that they should take. The Acquirer, PAC and the Managerto the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax rate and otherprovisions may undergo changes.

11. DOCUMENTS FOR INSPECTION

11.1 The following material documents are available for inspection by shareholders of the Target Company at the office ofthe Manager to the Offer, Lazard India Private Ltd, 20th floor, Express Towers, Nariman Point, Mumbai 400 021, from

55

10.30 a.m. to 1.00 p.m. on any day, except Saturdays, Sundays and public holidays, from the date of opening of theOffer until the Offer Closing Date:

� A copy of the Share Subscription Agreement dated November 12, 2008 entered into between DOCOMO, TSLand TTSL

� A copy of the executed Share Purchase Agreement with TSL dated December 5, 2008 and proposed SharePurchase Agreements to be entered into between DOCOMO and other shareholders in TTSL

� A copy of the proposed Shareholders Agreement

� Copy of the Certificate of Incorporation, Memorandum of Association and Articles of Association of DOCOMOand TSL

� Copy of the Certificate of Incorporation, Memorandum of Association and Articles of Association of the TargetCompany;

� Copy of published Public Announcement dated November 14, 2008

� The audited financial statements for last three years of the Acquirer and the PAC

� The annual reports of the Target Company for the last three years;

� Copy of the certificate dated November 12, 2008 issued by KPMG AZSA & Co confirming sufficient funds withthe Acquirer for meeting its obligations under the SEBI Takeover Code;

� Copy of the agreement between the escrow banker, the Acquirer and the Manager to the Offer, authorising theManager to the Offer to realize the value of the 100% cash deposit, in terms of the SEBI Takeover Code;

� Copy of letter from Standard Chartered confirming the amount kept in the escrow account

� SEBI observation letter no. CFD/DCR/RKD/TO/152949/2009 dated February 4, 2009;

12. DECLARATION BY ACQUIRER AND PAC

12.1 The Acquirer and the PAC represented by their respective Board of Directors accept responsibility for the informationcontained in this Letter of Offer (other than information in relation to the Target Company, which has been compiledfrom publicly available sources or received from the Target Company) and for their obligations under the SEBI TakeoverCode. The Acquirer and the PAC are severally and jointly responsible for fulfilment of their obligations in terms of theSEBI Takeover Code.

For NTT DOCOMO, INC. For Tata Sons Limited

Sd/- Sd/-

Authorized Signatory Authorized Signatory

Name : Mr. Toshinari Kunieda, Senior Vice President, Name : Mr. Ishaat Hussain, Finance DirectorManaging Director of Global Business Division

Place : Tokyo, Japan Place : Mumbai, IndiaDate : February 9, 2009 Date : February 9, 2009

56

SA

P P

rin

t S

olu

tio

ns

Pvt

. Ltd

., T

el.:

(022

) 40

7410

00

ANNEXURE

TTML has complied with the requirements of Chapter II of SEBI (SAST) Regulations as under:

Sl. Regulation/ Due date for Actual date of Delay, if any (in RemarksNo. Sub-regulation compliance as compliance No. of days)

mentioned in Col. 4 Col. 3the regulation

1 2 3 4 5 6

1. 6(2) 20-5-1997 Not applicable Not applicable Not applicable





6. 8(3) 30-4-2001 30-Apr-2001 No Not Applicable

7. 8(3) 30-4-2002 15-Nov-2002 198 days Filed under SEBIRegularization AmnestyScheme 2002







Documents

LETTER OF OFFER · in Tata Teleservices (Maharashtra) Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and